Professional Non-Disclosure Agreement Template

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Free professional non-disclosure agreement template for protecting confidential business information, trade secrets, intellectual property, and sensitive data. Copy, customize, and download instantly.

A non-disclosure agreement (NDA) helps businesses, founders, freelancers, consultants, and collaborators protect confidential information shared during business discussions, projects, negotiations, or partnerships. This professionally structured NDA template is designed to clearly define protected information, permitted use, confidentiality obligations, exclusions, legal remedies, and return or destruction requirements while remaining practical and readable.

When To Use

Use this template before sharing confidential business information, trade secrets, financial data, product ideas, software, marketing plans, client lists, or proprietary processes with another party. It is commonly used for startup discussions, freelance projects, investor meetings, vendor negotiations, employment relationships, consulting arrangements, and strategic partnerships.

Template

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is entered into on [Effective Date] by and between:

Disclosing Party:
Name: [Full Legal Name or Company Name]
Entity Type: [Corporation, LLC, Individual, etc.]
Address: [Address]
Email: [Email]

and

Receiving Party:
Name: [Full Legal Name or Company Name]
Entity Type: [Corporation, LLC, Individual, etc.]
Address: [Address]
Email: [Email]

The parties agree as follows:

1. PURPOSE
The parties wish to discuss or evaluate:

[Describe business relationship, partnership, investment opportunity, project, employment relationship, acquisition, consulting arrangement, or other purpose]

The Receiving Party may access certain confidential or proprietary information solely for the following permitted purpose (“Permitted Use”):

[Describe permitted use]

2. TYPE OF AGREEMENT
This Agreement shall operate as:

[ ] Unilateral NDA (one party discloses confidential information)
[ ] Mutual NDA (both parties may disclose confidential information)

3. DEFINITION OF CONFIDENTIAL INFORMATION
For purposes of this Agreement, “Confidential Information” means all non-public, proprietary, confidential, technical, commercial, financial, or business information disclosed by the Disclosing Party, whether disclosed orally, visually, electronically, digitally, or in writing.

Confidential Information may include, but is not limited to:

- Trade secrets
- Software, source code, algorithms, and databases
- Business plans and financial information
- Marketing strategies and customer lists
- Product designs, prototypes, and specifications
- Research and development materials
- Vendor, supplier, or pricing information
- Intellectual property and know-how
- Internal reports, forecasts, and analytics
- Proprietary workflows or operational processes

Confidential Information also includes information that a reasonable person would understand to be confidential based on the nature of the information and circumstances of disclosure, even if not specifically labeled confidential.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information shall not include information that:

- Is or becomes publicly available through no fault of the Receiving Party
- Was lawfully known by the Receiving Party before disclosure
- Is independently developed without use of the Confidential Information
- Is lawfully received from a third party without confidentiality restrictions
- Must be disclosed pursuant to law, court order, or governmental request

If disclosure is legally required, the Receiving Party shall provide prompt notice to the Disclosing Party when legally permitted to do so.

5. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party agrees to:

- Use Confidential Information only for the Permitted Use
- Maintain reasonable safeguards to protect Confidential Information
- Limit disclosure to employees, contractors, advisors, or representatives with a legitimate need to know
- Ensure that authorized recipients are bound by confidentiality obligations
- Not reproduce, distribute, reverse engineer, exploit, or misuse the Confidential Information outside the Permitted Use
- Promptly notify the Disclosing Party of unauthorized access, disclosure, or misuse

The Receiving Party shall exercise at least reasonable care in protecting Confidential Information.

6. NO LICENSE OR TRANSFER OF RIGHTS
Nothing in this Agreement grants the Receiving Party ownership, license rights, intellectual property rights, or other interests in the Confidential Information except for the limited right to use the information for the Permitted Use.

7. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION
Upon written request by the Disclosing Party or termination of the relationship between the parties, the Receiving Party shall promptly:

- Return all Confidential Information
- Permanently destroy electronic or physical copies
- Cease all use of the Confidential Information

If requested, the Receiving Party shall provide written certification confirming compliance with this section.

8. TERM OF AGREEMENT
This Agreement shall begin on the Effective Date and continue until:

[End Date or Event]

Confidentiality obligations shall survive:

[Number] years after termination of this Agreement.

Trade secrets and information protected by applicable trade secret laws shall remain protected for so long as they qualify as trade secrets under applicable law.

9. REMEDIES FOR BREACH
The parties acknowledge that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm.

The Disclosing Party may seek:

- Injunctive relief
- Specific performance
- Monetary damages
- Legal fees and costs where permitted by law
- Any other remedies available under applicable law

10. NO WARRANTY
All Confidential Information is provided “as is” without warranties regarding completeness, accuracy, or fitness for a particular purpose.

11. GOVERNING LAW AND VENUE
This Agreement shall be governed by the laws of:

[State/Country]

Any disputes arising under this Agreement shall be resolved in:

[County, State, Country or Court Jurisdiction]

12. ASSIGNMENT
Neither party may assign this Agreement without prior written consent, except in connection with a merger, acquisition, or sale of substantially all business assets.

13. ENTIRE AGREEMENT
This Agreement represents the complete understanding between the parties regarding confidentiality and supersedes prior discussions or agreements relating to the subject matter herein.

14. SEVERABILITY
If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

15. WAIVER
Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement rights.

16. SIGNATURES
By signing below, the parties acknowledge and agree to the terms of this Agreement.

DISCLOSING PARTY

Signature: ________________________________
Printed Name: _____________________________
Title: ____________________________________
Date: ____________________________________

RECEIVING PARTY

Signature: ________________________________
Printed Name: _____________________________
Title: ____________________________________
Date: ____________________________________

Example

NON-DISCLOSURE AGREEMENT (NDA)

Effective Date: February 10, 2027

Disclosing Party:
Name: Nova Analytics Inc.
Entity Type: Delaware Corporation
Address: 450 Mission Street, San Francisco, CA 94105

Receiving Party:
Name: Atlas Venture Partners LLC
Entity Type: Limited Liability Company
Address: 1200 Market Avenue, New York, NY 10001

Purpose:
Evaluation of a potential investment and strategic partnership.

Permitted Use:
Reviewing financial projections, proprietary software demonstrations, customer metrics, and technical documentation solely for evaluating a business relationship.

Type of Agreement:
Mutual NDA.

Confidential Information Includes:
- Source code and software architecture
- Customer acquisition metrics
- Financial forecasts
- Product roadmaps
- Proprietary machine learning models

Confidentiality Duration:
5 years following termination of the Agreement.

Governing Law:
State of Delaware.

Disclosing Party Signature: Sarah Kim
Title: CEO
Date: February 10, 2027

Receiving Party Signature: Michael Turner
Title: Managing Partner
Date: February 10, 2027

Frequently Asked Questions

What is a non-disclosure agreement?

A non-disclosure agreement is a legal contract requiring parties to keep certain information confidential and restricting how it may be used.

What is the difference between a unilateral and mutual NDA?

A unilateral NDA protects information disclosed by one party, while a mutual NDA protects confidential information exchanged by both parties.

How long should confidentiality obligations last?

Many NDAs use confidentiality periods between 1 and 5 years, while trade secrets may remain protected indefinitely.

Should public information be excluded from confidentiality obligations?

Yes, NDAs commonly exclude information that is already public, independently developed, or legally required to be disclosed.

What happens if someone breaches an NDA?

A breach may allow the non-breaching party to seek injunctions, damages, legal costs, or other remedies available under applicable law.

Professional Non-Disclosure Agreement Template

When To Use

Template

Example

Frequently Asked Questions

What is a non-disclosure agreement?

What is the difference between a unilateral and mutual NDA?

How long should confidentiality obligations last?

Should public information be excluded from confidentiality obligations?

What happens if someone breaches an NDA?

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