Free NDA Template (Non-Disclosure Agreement) — Customize & Use

What Is a Non-Disclosure Agreement (NDA)?

A Non-Disclosure Agreement (NDA) — also called a confidentiality agreement — is a legal contract that prevents one or both parties from sharing confidential information with third parties. NDAs are used when sharing business plans, proprietary technology, client lists, trade secrets, or any sensitive information where disclosure would cause harm.

Types of NDAs

• One-Way (Unilateral) NDA: Only one party discloses confidential information. The other party agrees not to share it. Common in employer-employee situations or when sharing a product idea with a vendor.
• Mutual (Bilateral) NDA: Both parties share confidential information with each other. Common in business partnerships, joint ventures, or merger discussions.
• Multilateral NDA: Three or more parties are involved. Less common but used in complex business arrangements.

Key Clauses to Include in an NDA

1. Definition of Confidential Information

Clearly define what counts as "confidential." Vague definitions create disputes. Be specific: source code, financial projections, customer lists, marketing strategies, product roadmaps, etc.

What to include:

• Categories of information covered
• Whether oral disclosures are covered (if so, require written confirmation within X days)
• Exclusions: publicly available info, info the receiving party already knew, info independently developed

2. Obligations of Receiving Party

• Not to disclose to third parties
• Use only for the stated purpose
• Protect with reasonable security measures
• Limit internal distribution to "need to know" personnel

3. Term and Duration

How long does the NDA last? Common durations:

• 1–3 years: Typical for business discussions that don't proceed
• 5 years: Common for employee NDAs
• Indefinite: For trade secrets that have no natural expiry

4. Exclusions

Standard exclusions that courts expect to see:

• Information already in the public domain
• Information the receiving party knew before the agreement
• Information independently developed without reference to confidential info
• Information received from a third party without restriction
• Disclosure required by law or court order (with notice to disclosing party)

5. Remedies for Breach

Include that breach may cause irreparable harm justifying injunctive relief (not just monetary damages). This allows the disclosing party to seek an emergency court order to stop further disclosure.

6. Governing Law

Specify which state or country's laws govern the agreement and where disputes will be resolved.

Free NDA Template Structure

Section	Purpose
Parties	Names and addresses of disclosing and receiving parties
Definition of Confidential Information	What information is protected
Obligations	What the receiving party must and must not do
Exclusions	What is NOT covered by the NDA
Term	How long the agreement lasts
Return of Materials	What happens to confidential documents when the relationship ends
Remedies	Consequences of breach
Governing Law	Which jurisdiction's law applies
Signatures	Execution by both parties

Common NDA Mistakes to Avoid

• Too broad a definition: Courts may invalidate NDAs that attempt to protect everything. Be specific.
• No expiry date: Perpetual NDAs on non-trade-secret information may be unenforceable in some states.
• Missing exclusions: Without standard exclusions, courts may read them in anyway — better to be explicit.
• No return/destruction clause: Specify what happens to confidential materials when the relationship ends.
• Wrong jurisdiction: If parties are in different states or countries, specify the governing law explicitly.

Collecting Digital Signatures on NDAs

Under the ESIGN Act and UETA, electronic signatures on NDAs are legally binding in the United States. For international agreements, check local e-signature laws (eIDAS in the EU covers this).

Use ZenForms to create a digital NDA collection form with:

• Signature field with timestamp
• Full name and company fields
• Date of agreement
• Automatic email confirmation with signed copy
• Secure response storage

When to Get a Lawyer

A template NDA works for most standard situations. Consider legal review when:

• The confidential information is highly valuable (IP worth millions)
• International parties are involved
• The relationship involves complex obligations beyond simple non-disclosure
• You need NDA provisions as part of a larger contract
• You're in a regulated industry (healthcare, finance, defense)

Note: This article is for informational purposes only and does not constitute legal advice. Consult an attorney for legally binding documents.

Need to collect NDA signatures digitally? Create a free NDA signature form with ZenForms.