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Non-Disclosure Agreement (NDA) Template

Business and Legal Professional Resource

Streamline NDA drafting with our non-disclosure agreement template and checklist. For businesses, attorneys, and professionals protecting confidential information. Whether mutual or one-way, ensure your NDA clearly defines the parties, what counts as confidential information, the purpose and permitted use, exclusions, term and duration, return or destruction of materials, and governing law so you protect trade secrets, business plans, and other sensitive data. Use this checklist to draft or review NDAs before sharing proprietary information with employees, contractors, partners, or potential acquirers.

Non-Disclosure Agreement (NDA) Template form template preview

Key Benefits

Define confidential information and permitted use clearly
Support mutual or one-way NDA structures
Include standard exclusions and carve-outs
Set term, return of materials, and survival
Choose governing law and dispute resolution
Professional NDA drafting workflow

Common Use Cases

Startups and businesses sharing pitch decks or technical info with investors or partnersEmployers protecting trade secrets when onboarding employees or contractorsCompanies evaluating M&A or partnerships and sharing due diligence materialsAttorneys and in-house counsel drafting or reviewing NDAsVendors and clients protecting proprietary data in service relationshipsInventors and licensors sharing confidential designs or processes

Frequently Asked Questions

What is the difference between a mutual and a one-way NDA?
In a one-way (unilateral) NDA, only one party discloses confidential information and the other party agrees to keep it confidential. In a mutual NDA, both parties may disclose confidential information and both agree to protect the other's information. Use mutual NDAs when both sides will share sensitive data (e.g. potential partners); use one-way when only your side is disclosing (e.g. employee, contractor, or one-sided due diligence).
What should be excluded from confidential information?
Common exclusions include: information already publicly known (other than through breach), information the recipient already knew lawfully, information independently developed without use of the confidential information, and information received from a third party without restriction. Some NDAs also exclude information that is or becomes generally known in the industry. These exclusions help avoid disputes and make the NDA more enforceable.
How long should an NDA last?
The term (duration) varies. Many NDAs run for 2–5 years from disclosure or from the end of the business relationship. Some use a perpetual obligation for trade secrets (consistent with trade secret law). The obligation to return or destroy materials often applies at the end of the term or when the purpose is fulfilled. Specify the term and whether obligations survive for a period after termination.
Are NDAs enforceable?
Properly drafted NDAs are generally enforceable if they clearly define the confidential information, purpose, and obligations, and are supported by consideration (e.g. access to information, employment, or a mutual exchange). Overly broad or vague terms can be challenged. Have key NDAs reviewed by counsel for your jurisdiction and use case.

Checklist

Parties

Identify disclosing party and receiving party (and designate mutual vs one-way)
Required

Full legal names and addresses. If mutual, state that each party may be discloser or recipient as applicable.

Scope

Define confidential information (what is covered)
Required

Describe categories: technical data, business plans, financials, customer lists, etc. May include oral or written information marked or identified as confidential, or all information disclosed in connection with the purpose.

State purpose and permitted use of confidential information
Required

e.g. 'evaluation of a potential business relationship.' Recipient may use information only for that purpose and not for competitive use or to benefit third parties.

Include exclusions (public knowledge, prior knowledge, independent development, third-party source)
Required

Standard carve-outs so information that is not truly confidential is not covered. Reduces disputes and supports enforceability.

Obligations

Obligations of receiving party: maintain confidentiality, limit access, no disclosure without consent
Required

Hold in confidence, use only for permitted purpose, restrict access to those with need to know, and not disclose to third parties without prior written consent unless required by law (with notice).

Procedure for compelled disclosure (e.g. subpoena): notice to discloser, cooperation
Required

If recipient is required by law to disclose, give discloser prompt notice so they may seek a protective order. Recipient may disclose only what is legally required.

Term

Specify term (duration) of the NDA and survival of obligations
Required

e.g. 2–5 years from disclosure or from termination of the business relationship. State that obligations survive for the survival period (or indefinitely for trade secrets if desired).

Return or destroy confidential information at end of term or upon request
Required

Recipient returns or destroys all materials (and certifies destruction if requested). Some NDAs allow retention of copies for legal/compliance; specify if applicable.

Legal Protection

No license or transfer of IP; confidential information remains discloser's property
Required

NDA does not grant any license or ownership. All confidential information remains the property of the discloser.

Governing law and jurisdiction (or dispute resolution)
Required

Which state's law governs and where disputes are resolved. Consider arbitration for speed and confidentiality.

Remedies: injunctive relief and (if desired) monetary damages
Required

Acknowledge that breach may cause irreparable harm and that injunctive relief is appropriate. Specify whether damages are also available.

Execution

Signature blocks for all parties and effective date
Required

Duly authorized signatories, titles, and date. Consider whether to allow electronic signatures.