Non-Disclosure Agreement
Prepared For: [Client.FirstName] [Client.LastName], [Client.Company]
Prepared By: [Sender.FirstName] [Sender.LastName], [Sender.Company]
Effective Date: [Effective.Date]
Legal Template
Mutual / Unilateral Use
Legal
NDA Template
Protect sensitive information before a conversation goes further with a confidentiality agreement template that covers scope, duration, and obligations in one signed document.
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Parties and Recitals
This Non-Disclosure Agreement ("Agreement") is entered into as of September 29, 2026 by and between Example Sender LLC, a limited liability company located at 100 Sample Street, Springfield, Illinois 62701 (the "Disclosing Party"), and Example Recipient LLC, a limited liability company located at 200 Sample Avenue, Madison, Wisconsin 53703 (the "Receiving Party"). If the parties elect to use this document on a mutual basis, each party may act as both a Disclosing Party and a Receiving Party with respect to the information it discloses.
WHEREAS, the parties anticipate discussions, evaluations, transactions, services, employment, consulting, partnership, or other business dealings during which the Receiving Party may be given access to confidential, proprietary, and trade secret information belonging to or developed for the Disclosing Party;
WHEREAS, the Disclosing Party has invested substantial time, effort, and resources in developing and maintaining such information and has a legitimate business interest in restricting its unauthorized use and disclosure;
WHEREAS, the parties desire to establish legally binding obligations governing the receipt, handling, protection, permitted use, return, destruction, and limited disclosure of such information;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1 Trade Secret
- "Trade Secret" means information, including a formula, pattern, compilation, program, device, method, technique, process, design, procedure, or other business, technical, or commercial information, that is possessed by, owned by, licensed to, or developed for the Disclosing Party.
- A Trade Secret derives actual or potential independent economic value from not being generally known to, and not being readily ascertainable through proper means by, other persons who could obtain economic value from its disclosure or use.
- A Trade Secret is subject to reasonable measures, precautions, and safeguards by or on behalf of the Disclosing Party to preserve its secrecy and prevent unauthorized public disclosure, use, or acquisition.
1.2 Confidential Information
- "Confidential Information" means all non-public, proprietary, or sensitive information disclosed or made available by the Disclosing Party to the Receiving Party, whether oral, written, electronic, visual, digital, or in any other form, whether or not expressly marked confidential.
- Confidential Information includes, without limitation, business plans, strategic plans, bids, proposals, customer information, supplier information, financial projections, pricing, costs, margins, forecasts, technical developments, software concepts, specifications, product roadmaps, research, know-how, data compilations, operating methods, proprietary processes, marketing strategies, training materials, manuals, reports, analyses, and summaries derived from such information.
- Confidential Information includes Trade Secrets, except where a provision of this Agreement expressly applies only to Trade Secrets.
2. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
The Receiving Party shall hold all Confidential Information in strict confidence and shall not, directly or indirectly, disclose, publish, communicate, transmit, make available, or otherwise reveal any Confidential Information to any person or entity except as expressly permitted by this Agreement or by prior written consent of the Disclosing Party.
- The Receiving Party shall use Confidential Information solely for the limited purpose of evaluating, performing, or maintaining the parties' business relationship and for no other purpose.
- The Receiving Party shall restrict access to Confidential Information to its employees, officers, directors, agents, contractors, advisors, and representatives who have a strict need to know the information for the permitted purpose and who are bound by confidentiality obligations at least as protective as those contained in this Agreement.
- The Receiving Party shall protect Confidential Information using at least reasonable care and in no event less than the degree of care it uses to protect its own information of a similar nature and sensitivity.
- The Receiving Party shall not copy, reproduce, reverse engineer, decompile, disassemble, summarize, extract, or otherwise use Confidential Information except to the extent reasonably necessary for the permitted purpose.
- The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any actual, suspected, or threatened unauthorized access, acquisition, use, or disclosure of Confidential Information and shall cooperate in good faith to mitigate harm and prevent further unauthorized activity.
3. PROTECTION OF TRADE SECRETS
In addition to all duties applicable to Confidential Information, the Receiving Party shall take all reasonable measures necessary to prevent the unauthorized disclosure, misuse, loss, publication, transfer, or misappropriation of any Trade Secret disclosed by the Disclosing Party.
- The Receiving Party shall not use any Trade Secret except as strictly necessary for the permitted purpose authorized by the Disclosing Party.
- The Receiving Party shall not disclose any Trade Secret to any person except those bound by enforceable duties of confidentiality and only to the minimum extent necessary for the permitted purpose.
4. REQUIRED DISCLOSURES AND STATUTORY EXCEPTIONS
4.1 Legal Process and Court Order
If the Receiving Party is required by law, regulation, subpoena, civil investigative demand, governmental inquiry, or court order to disclose any Confidential Information or Trade Secret, the Receiving Party may disclose only that portion of the information legally required to be disclosed.
- Where legally permitted, the Receiving Party shall provide prompt prior written notice to the Disclosing Party so that the Disclosing Party may seek a protective order, confidential treatment, or other appropriate remedy.
- The Receiving Party shall reasonably cooperate, at the Disclosing Party's expense where appropriate, in any effort to contest, limit, or protect the requested disclosure.
- If disclosure is still required, the Receiving Party shall use commercially reasonable efforts to obtain assurance that the disclosed information will receive confidential treatment.
4.2 Whistleblower and Government Reporting Safe Harbor
Nothing in this Agreement prohibits or restricts the Receiving Party from making a good-faith report to any governmental entity or regulatory authority concerning a suspected violation of law, from participating in an investigation or proceeding conducted by such an authority, or from making any disclosure protected or required by applicable whistleblower, labor, securities, or other law.
5. RETURN OR DESTRUCTION OF MATERIALS
- Upon termination of the parties' relationship, completion of the permitted purpose, or written request by the Disclosing Party, the Receiving Party shall immediately cease using the Disclosing Party's Confidential Information and Trade Secrets.
- The Receiving Party shall promptly return or, at the Disclosing Party's election, destroy all documents, files, records, notes, memoranda, extracts, analyses, devices, and other physical or digital materials containing or reflecting Confidential Information or Trade Secrets, including all copies.
- Upon written request, the Receiving Party shall certify in writing that return or destruction has been completed, except for information required to be retained by law, regulation, bona fide archival backup systems, or internal compliance policies, in which case such retained information shall remain subject to this Agreement until lawfully disposed of or no longer protected.
6. ACKNOWLEDGMENTS AND REMEDIES
- Each party acknowledges that it has had the opportunity to review this Agreement carefully and to consult with independent legal counsel before execution.
- Each party acknowledges that the restrictions set forth in this Agreement are fair, reasonable, and necessary to protect legitimate business interests, including proprietary information, confidential relationships, and Trade Secrets.
- The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to the Disclosing Party for which monetary damages alone may be an inadequate remedy.
- Accordingly, the Disclosing Party is entitled to seek injunctive relief, temporary restraining orders, specific performance, equitable relief, and any other remedy available at law or in equity, without waiving any right to recover damages or other relief.
- No failure or delay by the Disclosing Party in enforcing any provision of this Agreement shall operate as a waiver of that provision or any other right.
7. GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of Illinois, without regard to conflict-of-laws principles that would require application of the laws of another jurisdiction.
The parties agree that any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Sangamon County, Illinois, and each party irrevocably submits to the personal jurisdiction and venue of those courts.
This Agreement constitutes the entire agreement between the parties concerning the subject matter addressed herein and supersedes all prior or contemporaneous oral or written understandings relating to confidentiality, except to the extent the parties execute a separate written agreement expressly superseding this Agreement.
8. EXECUTION
IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the Effective Date stated above.
Disclosing Party | [Sender.Company] |
By | ________________________________ |
Printed Name | [Sender.FirstName] [Sender.LastName] |
Title | [Sender.Title] |
Date | [MM/DD/YYYY] |
Receiving Party | [Client.Company] |
By | ________________________________ |
Printed Name | [Client.FirstName] [Client.LastName] |
Title | [Client.Title] |
Date | [MM/DD/YYYY] |
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NDA Template Overview
Confidential conversations need protection before they happen, not after. This NDA template sets out what counts as confidential information, how long the obligation lasts, and what each party is permitted to do with what they learn, giving you a non disclosure agreement template you can send ahead of a meeting rather than drafting terms under time pressure.
Getting it signed should be just as fast as sending it. One link puts the confidentiality agreement in front of the other party, signing happens without leaving the page, and you get a dated record of exactly when protection began.
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Who Benefits From NDA Template?
Anyone about to share sensitive information with an outside party reaches for an NDA template first.
Founder
Protect an early-stage idea before pitching it to investors, partners, or potential hires.
Business Development Lead
Send an NDA ahead of a discovery call, so sensitive details can be discussed openly from the start.
HR Manager
Cover confidential information shared with contractors or new hires before they gain access to internal systems.
Product Manager
Share a roadmap or unreleased feature with an external vendor without risking early disclosure.
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Frequently Asked Questions
Everything you need to know about using this template
An NDA should define what counts as confidential information, name the parties bound by it, set a time limit on the obligation, and state what happens if it is breached. This NDA template gives you these sections ready to fill in.
Yes. NDA and non disclosure agreement refer to the same document, and this template works under either name.
Yes. Give it a short prompt covering who is involved and what needs protecting, and the confidentiality agreement comes back drafted in your branding.
Yes. Edit the parties and obligations sections so both sides are bound by the same confidentiality terms, rather than only one party.
Yes. Signing is built into the document. Once both sides sign, the status and date are recorded and each party gets a confirmation email.
Yes. There's no need to rebuild it each time. Duplicate the template and update scope of confidential information for the next party.
Protect the conversation before it starts
Have it ready before the conversation starts, not scrambled together five minutes beforehand.
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