Non-Disclosure Agreement (NDA)
Free non-disclosure agreement (NDA) template in plain text for Word or Google Docs. Covers the definition of confidential information, confidentiality obligations, use restrictions, term, exclusions, breach liability and governing law — for partnerships, outsourcing and pitches.
Template preview
NON-DISCLOSURE AGREEMENT (NDA)
This Agreement is made between:
Disclosing Party ("Party A"): [name] ID/Reg. No.: [ ]
Receiving Party ("Party B"): [name] ID/Reg. No.: [ ]
For the purpose of [collaboration / discussion / engagement], the parties agree as follows:
1. Definition of Confidential Information
Non-public information disclosed by Party A in any form, including but not limited to technical, operational, customer, pricing, financial and business information.
2. Confidentiality Obligation
Party B shall protect the Confidential Information with due care and shall not disclose it to any third party or use it beyond the purpose of this Agreement without Party A's written consent.
3. Use Restriction
Party B may use the Confidential Information only as necessary for the purpose, limited to personnel with a need to know, who shall be bound by equivalent obligations.
4. Exclusions
Information that: (a) is already public at disclosure; (b) becomes public through no fault of Party B; (c) was lawfully held before disclosure; or (d) must be disclosed by law or authority.
5. Term
The obligations run from the signing date until [N years after termination / indefinitely].
6. Breach
Party B shall be liable for damages caused by breach; Party A may also demand cessation of use and the return or destruction of the information.
7. Governing Law
Governed by the laws of [jurisdiction], with [court] as the court of first instance.
Signed:
Party A: ________________ Date: ____/__/__
Party B: ________________ Date: ____/__/__
* This template is for reference only and is not legal advice. Have a lawyer review important agreements.How to use
- 1Download the text file and paste it into Word or Google Docs.
- 2Fill in the disclosing and receiving parties' details.
- 3Define the scope of confidential information and the term.
- 4Both parties sign and keep a copy.
FAQ
What's the difference between a one-way and mutual NDA?
A one-way NDA has only one party disclosing secrets and the other keeping them confidential; a mutual NDA has both parties disclosing and both bound. This template can be adjusted to either.
How long should the term be?
It depends on the information — commonly 1–5 years after the engagement ends, or indefinite for core trade secrets. State when it starts (signing date or after termination) to avoid disputes.
Is this NDA legally binding?
It provides a common clause structure for reference; enforceability depends on what you fill in and how it's signed. For high-value secrets, have a lawyer review it first.