Nondisclosure Agreement (NDA) template

Free non-disclosure agreement (NDA) template in Docusign

An NDA allows you to keep sensitive conversations and shared documents private. A non-disclosure agreement sets the boundaries for how confidential material - like trade secrets, financial data, or proprietary processes - can be shared and used externally. 

This free NDA template sets you in the right direction by setting expectations up front, so everyone’s on the same page (no pun intended).

Docusign’s free NDA template includes the essential components of a standard confidentiality agreement: definitions of confidential information, obligations of the receiving party, terms of confidentiality, exclusions, and legal remedies for breach. It supports both unilateral NDAs (one party disclosing) and mutual NDAs (both parties sharing information), making it versatile for a range of professional scenarios.

The NDA template is ready to fill out and sign online using Docusign. Once signed, the completed NDA is securely stored in your Docusign account and available to download or print whenever needed.

What is a non-disclosure agreement (NDA)?

A non-disclosure agreement (NDA) is a legally enforceable agreement to protect confidential information from being disclosed to unauthorized parties. It establishes a confidential relationship between parties to safeguard sensitive information, such as trade secrets, business strategies, and proprietary data.

NDAs are commonly used in various business contexts, including:

• Employment agreements: Ensuring employees do not share company secrets.

• Partnerships and collaborations: Protecting shared information between businesses.

• Investor relations: Securing proprietary information during funding discussions.

• Client and vendor agreements: Maintaining confidentiality during service or product development.

Understanding the purpose and structure of an NDA is crucial for any business professional to ensure they can effectively protect sensitive information and maintain competitive advantage.

What is included in a non-disclosure agreement (NDA)?

Here are the main components commonly found in a non-disclosure agreement (NDA):

• Parties involved: Identifies the parties entering the agreement, including their names and roles.

• Definition of confidential information: Specifies what constitutes confidential information. This may include business plans, customer lists, financial data, product designs, and proprietary technology.

• Obligations of the receiving party: Outlines the responsibilities of the party receiving the confidential information. This includes how they must protect and handle the information, ensuring it remains confidential and is not disclosed to unauthorized individuals.

• Permitted uses of confidential information: Describes how the receiving party can use the confidential information. Typically, the use is limited to specific purposes outlined in the agreement, such as evaluating a potential business relationship.

• Exclusions from confidentiality: Lists any information that is not considered confidential. This might include information already in the public domain, information the receiving party already knew before the agreement, or information independently developed without using the disclosed confidential information.

• Duration of confidentiality: States the length of time the information must remain confidential. This period can vary depending on the nature of the information and the agreement between the parties.

• Return or destruction of information: Specifies that the receiving party must return or destroy the confidential information upon termination of the agreement or at the request of the disclosing party.

• Consequences of breach: Details the legal actions and remedies available if the NDA is violated. This may include monetary damages, injunctions, or other legal recourse.

• Governing law and jurisdiction: Indicates the laws under which and location where any disputes related to the NDA will be resolved.

Having a comprehensive NDA ensures that all parties clearly understand their responsibilities and the importance of maintaining confidentiality.

What can you use a non-disclosure agreement for?

A non-disclosure agreement (NDA) serves multiple purposes across various business scenarios. Here are some common situations where an NDA is essential:

• Employment agreements: When hiring new employees, businesses use NDAs to ensure that sensitive information such as trade secrets, client lists, and internal processes are not shared with competitors.

• Partnerships and collaborations: Companies often engage in partnerships or collaborations where they need to share confidential information. An NDA ensures that both parties protect this information and do not use it beyond the agreed purpose.

• Investor relations: During funding rounds, startups and businesses share proprietary information with potential investors. NDAs protect this data, ensuring it is used solely for evaluating the investment opportunity.

• Client and vendor agreements: When businesses work with clients or vendors, they may need to disclose proprietary methods or product details. An NDA helps maintain confidentiality and trust between the parties.

• Mergers and acquisitions: In the case of mergers or acquisitions, detailed business information is exchanged. NDAs safeguard this sensitive data throughout the negotiation process.

• Product development and research: Companies engaged in joint research or product development projects use NDAs to protect intellectual property and proprietary technologies.

By using NDAs in these scenarios, businesses can protect their valuable information and maintain a competitive edge.