Non-Disclosure Agreement (NDA) Template

Two versions: Mutual NDA (both parties share confidential info) and One-Way NDA (you share, they protect). Choose the version that fits, customize the blanks, and use.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Date] by and between:

Party A: [Your Business Name], a [State] [LLC/Corporation] with its principal office at [Address]

Party B: [Other Party Name], a [State] [Entity Type] with its principal office at [Address]

Collectively referred to as the "Parties."

When to use mutual: Partnerships, joint ventures, merger discussions, or any situation where both sides will share confidential information.

1. Purpose

The Parties wish to explore a potential business relationship related to [describe the purpose — e.g., "a potential partnership for software development" or "evaluation of a joint marketing initiative"] (the "Purpose"). In connection with the Purpose, each Party may disclose confidential information to the other.

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, electronically, or by inspection, including but not limited to: business plans, financial data, customer lists, pricing, marketing strategies, trade secrets, technical data, product designs, software code, inventions, processes, and any other proprietary information.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already known to the receiving Party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

3. Obligations

Each Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent; (c) use Confidential Information only for the Purpose; (d) limit access to Confidential Information to employees and advisors who need to know and who are bound by confidentiality obligations at least as restrictive as this Agreement.

4. Term

This Agreement shall remain in effect for [2 years / 3 years / 5 years] from the date first written above. The obligations of confidentiality shall survive termination for a period of [2 years / 3 years] after termination.

5. Return of Information

Upon termination or at the disclosing Party's written request, the receiving Party shall promptly return or destroy all Confidential Information and any copies thereof, and certify in writing that it has done so.

6. No License

Nothing in this Agreement grants either Party any rights in or to the other Party's Confidential Information, except the limited right to use it for the Purpose.

7. Remedies

Each Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be insufficient. Accordingly, the non-breaching Party shall be entitled to seek equitable relief, including injunction, in addition to any other remedies available at law.

8. General Provisions

8.1 Governing Law. This Agreement shall be governed by the laws of [State].

8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior discussions.

8.3 Amendments. This Agreement may only be amended in writing signed by both Parties.

8.4 Severability. If any provision is found unenforceable, the remaining provisions continue in full force.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Party A Signature: ________________________
Name: [Name]
Title: [Title]
Date: [Date]

Party B Signature: ________________________
Name: [Name]
Title: [Title]
Date: [Date]

ONE-WAY NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] by and between:

Disclosing Party: [Your Business Name], a [State] [LLC/Corporation] ("Discloser")

Receiving Party: [Recipient Name], [Individual / Entity Type] ("Recipient")

When to use one-way: Hiring contractors, sharing business plans with potential investors, employee onboarding, or showing proprietary information to a vendor.

1. Purpose

Discloser intends to disclose certain confidential information to Recipient for the purpose of [describe purpose] (the "Purpose").

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by Discloser to Recipient, whether orally, in writing, electronically, or by inspection, including but not limited to: business plans, financial data, customer lists, pricing, trade secrets, technical data, product designs, software code, and any other proprietary information.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Recipient; (b) was known to Recipient before disclosure; (c) is received from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information.

3. Obligations of Recipient

Recipient agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without Discloser's prior written consent; (c) use Confidential Information only for the Purpose; (d) protect Confidential Information with at least the same degree of care used for Recipient's own confidential information, but no less than reasonable care.

4. Term

This Agreement remains in effect for [2 years / 3 years / 5 years] from the date above. Confidentiality obligations survive termination for [2 years / 3 years].

5. Return of Information

Upon termination or Discloser's written request, Recipient shall promptly return or destroy all Confidential Information and certify in writing that it has done so.

6. No License or Obligation

This Agreement does not grant Recipient any rights in Discloser's Confidential Information and does not obligate either party to proceed with any transaction or relationship.

7. Remedies

Recipient acknowledges that breach may cause irreparable harm. Discloser shall be entitled to seek equitable relief, including injunction, in addition to any other remedies available at law.

8. General Provisions

8.1 Governing Law. Governed by the laws of [State].

8.2 Entire Agreement. This is the entire agreement regarding confidentiality.

8.3 Amendments. Only amended in writing signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement.

Discloser Signature: ________________________
Name: [Name]
Title: [Title]
Date: [Date]

Recipient Signature: ________________________
Name: [Name]
Title: [Title]
Date: [Date]

Related Resources

→ Operating Agreement Template — if you're forming a partnership
→ Freelance Service Contract — often sent alongside an NDA
→ Partnership Guide — structuring multi-member businesses

Disclaimer: This template is for informational and educational purposes only. It is not legal advice. NDAs should be reviewed by a qualified attorney, particularly for high-value transactions or sensitive intellectual property.