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Non-Disclosure Agreement (NDA) Template

Two parties agree to keep each other’s confidential information secret while they discuss or carry out business together. Download it in Word or PDF, or fill it in online and print it.

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MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made on ____________ (the “Effective Date”) between:
(1) ____________, of ____________ (“First Party”); and
(2) ____________, of ____________ (“Second Party”).
Each party may disclose confidential information to the other in connection with ____________ (the “Purpose”). The parties agree as follows.
1. Confidential Information
“Confidential Information” means all information, in any form, that one party (the “Discloser”) makes available to the other (the “Recipient”) and that is marked confidential or that a reasonable person would understand to be confidential. It includes business plans, financial information, customer and supplier details, pricing, product designs, software, know-how and the existence and terms of this Agreement.
2. Obligations of the Recipient
The Recipient shall: (a) keep the Confidential Information secret and protect it with at least the care it uses for its own confidential information, and no less than reasonable care; (b) use it only for the Purpose; (c) disclose it only to those of its employees, officers and professional advisers who need to know it for the Purpose and who are bound by duties of confidence no less strict than those in this Agreement; and (d) not copy it except as the Purpose requires.
3. Exceptions
These obligations do not apply to information that the Recipient can show: (a) is or becomes public other than through a breach of this Agreement; (b) was lawfully in its possession before disclosure; (c) was received from a third party who was free to disclose it; or (d) was developed independently without use of the Confidential Information.
4. Disclosure Required by Law
The Recipient may disclose Confidential Information to the extent required by law, a court or a regulator, provided that, where it is lawful to do so, it gives the Discloser prompt notice and discloses only what is required.
5. Return or Destruction
On the Discloser’s written request, the Recipient shall promptly return or destroy all Confidential Information and all copies of it, and confirm in writing that it has done so. The Recipient may keep one copy where the law requires it to, and that copy remains subject to this Agreement.
6. No Licence and No Warranty
All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants the Recipient any licence or right in it. Confidential Information is provided as it is, without any warranty as to its accuracy or completeness.
7. Term
This Agreement begins on the Effective Date and applies to information disclosed during the following ____________ months. The obligations of confidence continue for ____________ years after the date of each disclosure, and for trade secrets for as long as they remain secret.
8. Remedies
The parties accept that damages alone may not be an adequate remedy for a breach of this Agreement. The Discloser is entitled to seek an injunction or other equitable relief, in addition to any other remedy available to it.
9. General
This Agreement is the whole agreement between the parties on its subject and may be changed only in writing signed by both. Neither party may assign it without the other’s written consent. If any provision is found unenforceable, the remainder stays in force. Nothing in this Agreement obliges either party to enter into any further agreement.
10. Governing Law
This Agreement is governed by the laws of ____________, and the courts of ____________ have jurisdiction over any dispute arising from it.

For the First Party
Signature: ____________
Name: ____________
Date: ____________

For the Second Party
Signature: ____________
Name: ____________
Date: ____________

When is a non-disclosure agreement used?

Before you show a business idea, a product, your figures or your customer list to someone outside your business: a possible partner, investor, supplier, developer or buyer. This template is mutual, so it protects both sides when both will share information.

Signing and where it goes

Both parties sign it before any confidential information changes hands, and each keeps a signed copy. It is not usually filed with any office.

Points to get right

  • Describe the Purpose precisely. The other side may use your information only for that purpose, so a vague purpose gives weak protection.
  • Choose a confidentiality period that suits the information: a few years for most business information, longer for technical know-how.
  • An NDA cannot protect information that is already public, or that the other side had before you showed it to them.
  • If only you will share information, the one-way version is simpler: delete the parts that protect the other side.

How to fill it in

  1. Press Open in editor, or download the Word file to fill it in on your computer.
  2. Replace every blank line with your own details, and delete the clauses and choices that do not apply.
  3. Read it through once more as the other party would read it.
  4. In the editor, press Print / PDF to make a PDF, or Word in the File tab to save a Word file.

Before you sign

These templates are general forms written to save time, not legal advice. The law differs from country to country and changes, and a paper about property, money or employment has legal effect. Fill in every blank, delete what does not apply, check the result against the law where you are, and have an important document reviewed by a lawyer before it is signed.

Questions

Questions and answers

What is the difference between a mutual and a one-way NDA?

In a one-way NDA only one party shares information and only the other is bound to keep it secret. In a mutual NDA, like this one, both share and both are bound.

Does an NDA need to be notarised?

In most countries no. It binds the parties once both have signed it. Keep the signed copies safe.

Is this non-disclosure agreement template free?

Yes. You can download it in Word or PDF, or fill it in online and print it, without payment or sign up, and no watermark is added.

Can I edit it online?

Yes. Press Open in editor: the template opens as an ordinary document in your browser. Fill in the blanks, change any clause, then download it as a Word file or a PDF.

Is it valid in my country?

It is written in a general form that is used in many countries, but the law differs from place to place. Check it against the rules where you are, and have an important document reviewed by a lawyer.

Is what I type sent anywhere?

No. What you type stays in your own browser on your device. Nothing is uploaded.

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