Non-Disclosure Agreement (NDA) Template

This is a standard NDA agreement template for businesses that safeguards sensitive data and/or trade secrets.

• Secures information indefinitely, as long as it remains confidential.
• Best for ongoing or long-term relationships, such as employment, partnerships, or collaborations.
• The Disclosing Party retains full control over the information being disclosed.
• Includes all the essential clauses for a standard non-disclosure agreement.
• Legally enforceable.

The NDA contract template is free to customize and use in Word or PDF format before signing, requiring only registration.

Who it’s for

Non-disclosure agreements are signed before parties share anything that could expose proprietary information.

The information, stated under an agreement as confidential, may relate to a potential partnership, specific financial data, hiring contractors or employees, or details about a proprietary technological process or business strategy.

This NDA agreement template is for use with individuals and businesses that need a clear and practical way to protect their data. It is commonly used by companies with trade secrets, internal processes, financial or business information.

The template works well for long-term or ongoing collaborations where parties exchange confidential information or when one party discloses it to another.

When to use this NDA template

You can use this NDA contact template in most business scenarios, e.g., during negotiations prior to presenting a product or service, or when disclosing internal information to other entities. Likewise, businesses often use this template when they share files for a project, conduct due diligence, or outsource work involving non-public information.

Use case scenarios:

• Employee onboarding
• Contractor or freelancer engagement
• Vendor access to internal systems
• Long-term service relationships
• Founders discussing ideas with potential partners
• Employers sharing data internally
• Consultants working with client materials
• Companies engaging vendors or service providers.

The NDA template is written in simple legal language and features a clear structure that helps you avoid misunderstandings and set ground rules for information sharing.

Edit the clauses to specify which information remains confidential, how it can be used, and what consequences apply if the agreement is breached.

What’s included in the NDA template

This NDA form template includes the key clauses common for a standard non-disclosure agreement.

• Identified parties (Disclosing and Receiving) and their roles
• Definitions for Trade Secrets and Confidential Information
• Non-disclosure obligations that apply during and after the relationship
• Trade secret protection
• Legal exceptions
• Return of documents stating mandatory return upon termination
• Acknowledgments & remedies
• Venue & governing law to state state-specific jurisdiction
• Signature blocks

You can customize the template to adapt your NDA for many common use cases.

How to write an NDA

This NDA template serves as a reliable starting point for users who need a standard non-disclosure agreement without drafting one from scratch. Choose the Word or PDF format depending on how you plan to edit and share the document.

1. Fill in the party details

Clearly define which party is sharing confidential information (Disclosing Party) and which is receiving it (Receiving Party). The Disclosing Party generally has more control over the confidential information and wants to ensure it is protected from misuse.

This is a standard NDA template, where only one party (the Disclosing Party) shares confidential information. If it’s mutual disclosure, modify the template.

2. Clarify What’s Confidential

Make sure the information you want to protect is clearly defined.

• Trade secrets are very sensitive and need strong protection.
• Confidential Information includes business plans, financial info, etc.

3. Set the Rules for Protection

Specify that the Receiving Party cannot share or use the confidential info outside the agreed purpose.

• Make sure the rules for confidentiality last as long as needed (even indefinitely for trade secrets).

4. Ensure Trade Secret Protection

The Receiving Party must take reasonable measures for protecting the trade secrets against unauthorized disclosure. You can specify measures, such as encrypting or limiting access to the trade secrets for authorized personnel only.

5. Review Duration of Protection

This NDA defines trade secrets as protected indefinitely, so it is appropriate for long-term protection. Set a time period (e.g., 5 years) if you suspect that some trade secrets won't remain secret for an indefinite time.

6. Exceptions to Non-Disclosure

Allow exceptions if the law requires disclosure (like a court order). Make sure the Receiving Party notifies you first so you can protect your interests.

7. Return of Information

When the relationship ends, the Receiving Party must return or destroy all confidential materials. Be clear about how this should happen.

If the information is critical, consider adding a tracking mechanism to ensure that all items are accounted for when returned or destroyed (a signed acknowledgment from the Receiving Party).

8. Acknowledge Fairness

The Receiving Party should agree that the terms are fair and that any breach could cause harm to your business. This is a standard NDA template section that helps enforce the agreement in court.

9. Choose Governing Law and Venue

This clause establishes that the laws of a specific state govern the NDA. If you're in a multi-state operation or international, you need to carefully choose the governing law that’s most advantageous for you.

10. Sign the Agreement

This is the final validation of the contract. You can use the NDA template in Word or PDF formats to sign electronically or in print, depending on your preferred workflow.