A non-disclosure agreement (also referred to as an NDA or confidentiality agreement) is a contract between two parties promising to keep certain information confidential. Confidential information is often sensitive, technical, commercial, or valuable in nature (e.g., trade secrets, proprietary information).
Both parties sign the non-disclosure agreement, creating a binding contract to keep the confidential information secret. Be sure you understand how to write an NDA before drafting your own, or learn more about an NDA with our NDA guide.
All of the non-disclosure agreement templates provided above are blank, fillable, and free to download. They contain all of the necessary clauses and language to keep your confidential information private. However, it’s easier to create a non-disclosure agreement in minutes using our free legal document builder.
Continue reading to see samples of common (and necessary) clauses in non-disclosure agreements.
How to Write an NDA: Common Clauses
You may want to fill in or write your own non-disclosure agreement. Here are the standard clauses you should include, and what they mean:
1. Disclosing and Receiving Parties
Start your NDA by establishing the “Parties” to the agreement. The “Disclosing Party” is the individual or entity sharing information, while the “Receiving Party” is the individual or entity receiving information.
In a mutual NDA (also known as a bilateral NDA), confidential information is shared both ways. In this agreement, both parties serve as the Disclosing and Receiving Parties.
Here’s an example of how to start an NDA and establish the Parties to the agreement. Notice that the sample NDA clause also specifies what transaction or relationship the NDA relates to:
2. Confidential Information
After the Parties have been established, specify what confidential information is protected by the non-disclosure agreement.
Common examples of NDA-protected confidential information include:
- Special formulas
- Software development
- Technical designs
- Customer lists
- Patent details
- Affiliate deals
- Real Estate
- Advertising and marketing
- Pricing structures
- Business and financial records
- Documentary, TV, film, and news production
- Illustrations, graphic design, and drawings
- Web design
- Inventions, prototypes, or product samples
- Visitor or factory tours
- Bachelor or bachelorette parties
- Celebrity meet-and-greets
- House tours
- Original artwork
These are only a few examples of the types of information you wish to keep confidential under the protection of your NDA. Your agreement can list as many or few items of confidential information as needed, but you need to be specific about what information the Receiving Party is not permitted to disclose.
Being specific about what information is protected by your NDA will help it stand up in court in the event of a legal dispute.
3. Exclusions from Confidential Information
An “Exclusions” clause defines what kind of information is not protected by the NDA.
Information that can’t be protected by a non-disclosure agreement includes:
- information already in the public domain
- information the other party already has access to prior to the NDA
- information that is independently developed or discovered by the recipient
- information that the Disclosing Party has authorized the Receiving Party to share with prior written consent
Oral information can be deemed confidential information, as long as it’s confirmed in writing within a specific time frame after being disclosed.
Here’s an example of what your Exclusions clause should look like:
4. Non-Disclosure Obligations
The bulk of your NDA will be made up of Non-Disclosure Obligations, which outlines what obligations the Receiving Party has to the Disclosing Party’s information.
Rather than being a single clause, this section will likely be comprised of multiple clauses that detail various obligations.
This section will start with a clause like in the example below, which states the broad obligation of the Receiving Party to keep the confidential information quiet.
You can add additional clauses to this section of your NDA, depending on your needs. Here are some other clauses you may choose to include in your Non-Disclosure Obligations section:
1. Non-Disclosure of Transaction: the Receiving Party promises to not let others know that:
- the Disclosing Party has shared or used Confidential Information.
- a Transaction is being discussed or negotiated.
- a Transaction has taken place, including the details of the relationship.
2. Non-Solicitation: either party may prevent the other from soliciting or offering employment to the other party’s employees, or from diverting business away from the other party.
3. Non-compete: Parties agree not to engage in business activities that directly compete with the other Party. Many companies choose to have partners and employees sign NDAs and non-compete agreements separately.
4. Non-Circumvention: if the Disclosing Party is sharing business contacts, a non-circumvention clause prevents the Receiving Party from bypassing the agreement and directly doing business or engaging with those contacts.
In the NDA sample below, you can see how these clauses may look in an agreement:
These are only a few examples of Obligations clauses you may choose to include in your NDA.
5. Time Frame / Termination
The NDA should explicitly state how long it remains in effect. The Time Frame includes when the promise to keep confidential information secret begins (the “Effective Date”), and the duration in which the protected information must not be shared with others (the “Disclosure Period”).
Usually, the Parties agree to when the term of the agreement will end (known as the “Termination” provision). For example, the non-disclosure agreement could terminate when:
- the Agreement expires
- the Transaction is completed; or
- a specific time period has passed.
The Jurisdiction clause establishes which state’s laws govern the non-disclosure agreement. If confidential information is leaked or inappropriately used by one party and a lawsuit ensues, the laws of the agreed-upon state will apply, and any trials or hearings will take place in that state.
Be aware that different states treat NDAs differently. For example, California doesn’t honor non-compete clauses.
Finally, your NDA needs to include the signatures of all Parties and their Representatives.
Representatives are other people (i.e., directors, officers, employees, agents, or advisors) who may share, receive, or protect information in pursuit of the Transaction specified in the NDA.
Here’s an example of the Disclosing Party’s signature section:
Directly below this is the Receiving Party’s signature section, which is identical.
8. Additional Clauses
Depending on the nature of the transaction, relationship, and information being specified, every NDA will end up looking different. There are additional clauses you may choose to include in your own non-disclosure agreement:
- Remedies: specifies the consequences of breaking the NDA
- No License: provides that the NDA doesn’t give either party any patent, copyright, or ownership of the information provided.
- Severability: states that if one part of the NDA is ruled invalid in court, that part will be removed, and the rest of the agreement remains valid.
- Amendments: notes that the NDA may be amended at any time.
Sample Non-Disclosure Agreement
The following non-disclosure agreement template is an excellent example of how you can structure your own basic NDA agreement template. Suppose you need a different type of NDA, such as a mutual NDA template, an employee NDA, or an interview NDA. In that case, you can check out other NDA templates offered by Legal Templates.
Tips for Writing a Non-Disclosure Agreement
When you’re writing a non-disclosure agreement, make sure you understand your state laws. Some states don’t honor certain kinds of NDA clauses. For example, California doesn’t honor non-compete clauses in most situations. Ensure your non-disclosure agreement template follows your state laws, and you’ll avoid problems later.
You don’t need a lawyer to complete an NDA agreement template, but working with an attorney can help. If you have questions about adjusting or adding to your NDA, consulting with a lawyer will ensure your agreement is legally sound.
Frequently Asked Questions About NDAs
How to create an NDA?
As you learn how to write an NDA template, Word is great. Still, you should always convert the document to a PDF or print it before you send it. PDFs and physical documents can’t be easily edited by the receiving party, so you don’t have to worry about changes being made.
Can I handwrite an NDA?
You should not handwrite an NDA. Handwritten contracts are often dismissed in court because they are messy or incomplete. Always write NDAs digitally and print them out if you need a physical copy.
What should a non-disclosure agreement include?
Non-disclosure agreements need to include details such as:
- Who’s involved in the agreement
- What information is covered and excluded from the agreement
- What responsibilities the receiving party has regarding the information
- How long the NDA will last
- Signature fields for both parties
For more information about NDAs and related agreements, check out our FAQ resources below: