Non-Disclosure Agreement (NDA): Definition & Free Template

Cody Cromwell
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Free Non-Disclosure Agreement Template

The Non-Disclosure Agreement is a signed agreement which obligates a person to not disclose the confidential information belonging to another person. The document is signed by the person who has a confidential information to be kept confidential. The person who is to receive the confidential information agrees to keep the same confidential.

A Non-Disclosure Agreement can also be called a Non-Disclosure Proposal; the only difference is that the word Non-Disclosure is added between the brackets.

The word Non-Disclosure should appear only in very few Companies and Institutions. It is also used in US courts to protect the confidential information of two parties who are expecting a case between them.

For instance, the agreement states that it should be kept confidential by the employee and not disclosed to the employer. During his period of employment, the employee will be exposed to the confidential information.

A Non-Disclosure Agreement (NDA) can be used in a much broader way. Like in the case of a client who sends a potential seller a Non-Disclosure Agreement before the sale.

The NDA is vital in today’s scenario in which confidential information is passed in internet. To keep the data confidential, the NDA must be signed and agreed upon.

Confidentiality Agreement vs Non-Disclosure Agreement

Before we dive into the NDA, it’s important to make sure you’re familiar with the difference between the two – the NDA and the confidentiality agreement.

The confidentiality agreement or a non-disclosure agreement (NDA) are usually used as part of an agreement when one party has had access to trade secrets or confidential information of another party, and they intend to use or disclose the information.

A confidentiality agreement or NDA generally serves to prevent the disclosure of certain business information while preventing the receiving party from using the information.

There are typically two parties involved in a confidentiality agreement or NDA – the disclosing party and the receiving party – who generally agree to keep confidential certain business information.

The confidentiality agreement or NDA defines the parties’ rights and obligations regarding the confidential information, and both parties are required to adhere to the terms and conditions.

Simply put, an NDA or confidentiality agreement is an agreement in which parties agree not to disclose certain business information to third parties.

What to Include in a Non-Disclosure Agreement


A non-disclosure agreement (NDA) is a written agreement between two parties, limiting what each party can disclose to the public and/or another party, regarding Confidential Information (or Non-Public Information).

An NDA is not intended to protect the rights of ideas. It is a legally binding contract designed to protect disclosure of information during a relationship.

The nature of the possible information, as well as the type of relationship can affect the degree of restrictions needed. But the main restrictions both parties need to adhere to are:

  • Non-Disclosure of Confidential Information
  • Non-Use of Confidential Information
  • Non-Circumvention of an NDA

You can use an NDA together with other types of contracts, including confidentiality agreements, intellectual property licensing agreements, and non-disclosure and/or non-use agreements that you may have with your employees.

A good question to ask if you’re considering using an NDA is: What exactly will I be keeping confidential?

In addition to defining and confirming the terms of the NDA and the type of information to be kept confidential, an NDA usually includes a confidentiality section specifying what an individual party must not disclose during the period of time covered by the agreement.

Effective Date

This Agreement is effective upon execution by the parties to this NDA. When the parties execute this Agreement for the first time, and in each successive renewal, this Agreement will be for a specific period of time not to exceed three years from the date of execution.

Time Frame

(minimum and maximum)

When you enter into a commercial agreement, you will probably be asked to sign an NDA. Before you do, it’s best to understand what an NDA means and how long one has to last. According to the Federal Trade Commission’s website, NDAs are most often drafted to keep information confidential for only a certain amount of time. An NDA should provide a specific time period within which the parties involved must keep confidential information confidential. This period is called the ‘negative’ period, because it protects the disclosure from having to be kept confidential after the time frame has passed.

The FTC states that NDAs should be between one year and five years ‒though some NDAs have longer time periods, depending on the information protected in the agreement.” NDAs are no longer legally enforceable if the negative period is longer than five years. However, the FTC does not regulate the provisions of an NDA that have been established by individual contract terms and the negative period does not apply to such clauses. In addition, under certain circumstances, a party may be required to disclose information that was disclosed to them under the NDA, even though the NDA itself does not protect such disclosure.

Protected Information

Consequences of Breaking the Agreement

Agreements are used in almost every domain of life these days. They can be used in the personal, professional or business field. Sometimes, people ask about non-disclosure agreements and specifically how a non-disclosure agreement is used in business.

A non-disclosure agreement is basically used to keep certain information, documents, or data confidential and private. The main purpose of this agreement is to protect the business or the person that has signed the agreement, to ensure that certain information is kept private and not released to anyone without their permission.

There are countless scenarios in which a non-disclosure agreement is used. Some of them are:

{1}. Parties that need to share sensitive information: whenever competitors or potential partners need to share certain information in a certain deal or are planning to work together in the future;
{2}. Keep documents and data confidential: whenever certain documents or data are entrusted at any time with any entity or individual, it is essential to ensure that all the information is kept covert and confidential. While there are non-disclosure agreements that are drafted between companies, the best practice is to have a non-disclosure agreement drafted between an individual or a company and those individuals or companies to whom they are disclosing their sensitive information;

Non-Disclosure Agreement Sections

For some services that you will perform for a business you will be asked to sign a Non-Disclosure Agreement (NDA). Unless the NDA is a well-written one, it may not provide enough security for the business, the client and the information. While very good and well-written NDA will decrease the chances of the information being disclosed, you will always have more information kept from you when reading the NDA. This is the reason why we have created a template that you can use for your NDA, whether it is for a service you are going to provide or one that you are providing. This is a free template that is available for you to use for your NDA.

Non-Disclosure Agreements (NDA): Definition & Free Template

A Non-Disclosure Agreement is a contract for two parties, a recipient and an author, which have confidential information that they do not want others to know.

The owner of the information confidentially and unilaterally forbids the disclosure of said confidential information and indemnify the recipient for any breach of the contract.

A NDA will then be signed by the recipient which symbolically promises to maintain confidentiality of the information. The NDA will then be signed by the recipient which symbolically promises to maintain confidentiality of the information.

The recipient may be required to sign a NDA when:


In this post, we’ll discuss a contract that is used in many business transactions. An agreement that can protect your interests and safeguard your privacy. It is designed to create a legally binding situation where you share and receive information confidentially or with limited knowledge of the disclosure of the information. This agreement is commonly referred to as “Non-Disclosure Agreement” or “NDA.”

Why Use An NDA In Your Business?

What you disclose by signing an NDA could determine your eligibility for certain offers, including signing lucrative contracts and boosting your reputation. You may be signed up to receive emails, special offers, and other information, which could be important to you and your businesses. You want tangible profits or a business opportunity where the information is confidential.

Consider a company that works with exclusive partners worldwide. They would want to sign NDAs with those partners because the partnership helps business. If your company outsources a particular function, you may need to make information private. A client may need to maintain confidentiality to make their product a success. Many private schools and universities must operate in an atmosphere of confidentiality, because they are dependent on donations and, in some cases, state funding.


Businesses often use Non-Disclosure Agreements (NDAs) in order to promote product or service launches, deals and acquisitions. NDAs may also be used in other situations where a party wants to limit information sharing, including employment and mergers and acquisitions.

NDAs can also help restrict the release of confidential information. In corporate settings, for instance, an NDA can be used to withhold information about a new product.

An NDA prevents misuse of confidential information. For instance, if an NDA is used to prevent inadvertent release of confidential information during media interviews, the media outlet’s use of the information would be restrained.

The NDA initiates a business relationship, defining the terms and conditions of the transaction. It defines the scope of confidentiality and the sharing of information, creating a safeguard in the event of a breach.


Is good business practice. And, business people, in general, know that the added protection of a Non-Disclosure Agreement (NDA) is essential to their conduct.

Businesses, in general, have a variety of confidential information to share with trusted colleagues. And businesses have a variety of ways in which to share that information. To keep this information secure, the parties to the communication must agree that the information will only be revealed to those who have a need to know. Generally, the NDA is the mechanism by which a company ensures that the information shared with a third party is protected.

Regardless of whether you are in a technical, creative, or financial field, you are likely to use a NDA from time to time. Whether you need to share technical specifications or client information with a potential business partner, you will need to have a NDA to safeguard your confidentiality. Below is a free NDA template to help with this process.

Describe the information you want to share specifically. Be as thorough as you can in detailing the specific information that you have to share and the part that is confidential.

Define the parties to the agreement by listing the individuals or entities involved. Include at least one entity if it will be receiving the confidential information. All parties should be advised of the identity of the other parties and their roles.

Standard of Care

Disclosure Restrictions

The definition of a non-disclosure agreement is lengthy, and it’s the heart of this document. A non-disclosure agreement is a written contract prohibiting the giving of a third party information that was obtained from a source either acquired separately, or during the contract.

The language regarding such an agreement is short and simple:

Information that was obtained from a source is non-disclosure subject to these conditions.

When completed properly, the non-disclosure agreement becomes an avenue for enhanced business protections and enhanced financial security. This is a very important point, and the NDA must be created with special care. Not only should any restrictions be carefully outlined so as to not be vague or unclear in any way, but the document should be drafted in such a way as to capture the needs of the author and the subject. The NDA may not be as in depth as an Intellectual Property Agreement, but it should have all the basics and a few ingredients that pepper the document with vitality.

As stated earlier, the lengthy NDA definition describes the disclosure restrictions. What are these restrictions and how do they work? Generally speaking, an NDA will limit the subject to the following categories:

Parties With Express Permission to Access

As a company, you may have employees or contractors who need to access an employer’s or partner’s Protected Information (PI) for some reason. For example, your employee may need to work on a project for which you received PI from your partner. Without an express permission to access protected information, your employee or contractor may not be able to do their job.

But the parties to an NDA may differ from individual to individual. To be safe, you need to make sure that each party has express permission to access the other’s PI.

In past emails, your lawyer, procurement attorney, accountant, or other business professional may have sent you the appropriate NDA and instructions for signing. Or, you may have received the NDA from a colleague or request to use one you received in the past.

Storage Restrictions

Definitions and Independent Contractors

The Securities and Exchange Commission (SEC) defines a ‘controlling person’ as one who ‘exercises some day-to-day control over the affairs of a company,’ or a ‘substantial voting equity interest’. According to the SEC, ‘for purposes of a FINRA member’s reporting obligations, the term controlling person includes one or more persons who have such a relation with regard to a member, whether through direct or indirect holdings of membership interests, through the exercise of managerial or substantive authority over the member’s operations, through the exercise of sole or shared financial or voting power over the member’s financial or voting interests, or otherwise.’

‘Controlling person’ or ‘control’ is the term the regulators give to the person who is the most important to the company. I.e. if the person is the owner of the company then they would be the controlling person.

Instances of Reduced Obligation

The term non-disclosure agreement (NDA) is most commonly used in the corporate world. An NDA is a legally binding contract requiring a person to not discuss certain things that take place during a business-to-business transaction so that trade secrets do not get revealed to the competition. The purpose of an NDA is to protect unpublished business information. A private individual may also use the NDA agreement to protect personal information, such as credit history and medical history.

Recreational vehicles (RVs) are a popular form of transportation for leisure and business, and thus RV motorhomes and RVs are the better applications of the NDA. A number of recreational vehicles fall under the same classification of an RV. In order to reduce the occurrence of an NDA dispute between recreational vehicles, it is suggested that recreational vehicle users use the terms below.

A. Definition of an RV

‘An RV is a vehicle typically equipped with a structure to sleep in and a roof and windows to provide weather protection. The structure on a recreational vehicle is usually a solid molded plastic used to provide a covered area to sleep or relax, providing comfort and protection from the inclement weather.

No Representation

Damages Acknowledged

Exhibit A. Definitions. Definitions.

“Agreement” means this Non-Disclosure Agreement between Customer and DreamFactory.

“Customer” means the customer receiving Products pursuant to this Agreement.

“Document” means any writing, drawing, data, materials, specifications, or information created, prepared, submitted, or delivered by Customer, Supplier or anyone acting on their behalf, including, without limitation, any data, reports, designs, materials, information, and results of any testing or analyses related thereto and, if delivered electronically, including all copies, portions, and derivatives of each.

“Document Material” means Customer’s Document and all materials on which any such Document is based.

Return and Deletion of Information Upon Request

As a result of the questions we are asked at the end of every Infographic Friday post lists, I have been updating various Infographic Friday sites with a short explanation of such. So far, I have only given the direct questions that were asked, but as there are many more and they are worth putting in a bigger piece of text, here is a little more about the NDA.

Non-Disclosure Agreement (NDA) is a written contract between two parties. The most common use of NDA is to keep confidential the fruitful products, processes, or sources that one party is developing or holding for other parties.

The NDA is used in a wide variety of industries, including those of the government, business, healthcare, military, open source, manufacturing, media, nonprofits, and academia. An NDA comes in many forms, including written, electronically delivered, and verbal.

An NDA need not be lengthy and need not contain detailed definitions of the parties. A simple short form will suffice for the amount of information you are required to share.

A free NDA template can be downloaded from my site at:

You are welcome to share, link, talk about, add on, or otherwise use the NDA template and other resources such as the NDA form at Infographic Friday Infographics Page. You may indicate which element you took from my site, but please give credit.


Each party to this Agreement, expressly waives any rights or claims it may have against the others for any potential breaches of this agreement or the non-financial provisions of this agreement. In addition, each party agrees to insist on strict adherence to this Agreement by any of its representatives with it.


When you enter into a contract with a business partner or a client, you should be protected in case your business relationship sours. Sweetwater Studio offers a Non-Disclosure Agreement (NDA) to protect you from any courtroom blows and to make sure you get paid. We offer a NDA with two levels of indemnification and with a Hold Harmless Agreement (HH) to fulfill your contractual obligations.

Merger Clause / Entire Agreement

This NDA can be used to guard against inadvertent disclosure of confidential information, and is used in combination with the Merger and Acquisition Agreement Template.

The Entire Agreement Clause refers to the controversial use of an agreement clause to declare specific provisions of transactional documents to be an entire agreement or the entire agreement of the parties to the relevant contracts. This provision is very common in mergers and takeovers, as is a variation of it referred to as the Merger and Acquisition Agreement. The resulting documents take the form of a Merger Agreement and an Entire Agreement Agreement.

The two documents that are created are a Contract and a Disclosure Schedule. In some jurisdictions, the contract and disclosure schedule are used together for the purpose of entering into a contract.

The purpose of the clause is to prevent the parties form agreeing to a contract that is discloses confidential information or outside business interests that otherwise would not be construed a binding contract in the jurisdiction.


A non-disclosure agreement modifies a prior agreement to state that a person is not allowed to share information about another person’s business, personal, or financial affairs, that is, provided in confidence. A non-disclosure agreement, better known as a trade secret agreement, is an agreement or a contract that is used as evidence of a promise by one party (the holder of the secret or the owner of the trade secret) to another party (the holder of trade secret, as the case may be).

These agreements are used to assess claims of trade secret infringement and are usually concerned with maintaining the confidentiality of a business’s technical and financial information, its marketing strategies, etc.

Modification to Non-Disclosure Agreement (NDA)

A non-disclosure agreement, or NDAs, can be used as a template to modify the conditions and limitations of a prior disclosure agreement, especially one drafted using trade secret law or intellectual property law.

Modifying the terms of the disclosure pursuant to a trade secret agreement is a common practice. However, these agreements may not necessarily have been executed to protect the trade secrets or business information that are the subject matter of the agreement. In addition, the original terms of the disclosure agreement may have become out-of-date, impractical or become insufficient to meet the client’s needs.

Assignment / Delegation

Of NDAs: Code of Ethics vs. Contract Law

If you are the type of person that prefers to have an in-depth understanding of each of the policies that are provided by your ISP, then an NDA will most likely come in handy.

For the purposes of this article, we’ll be talking about non-disclosure agreements (NDAs) as they pertain to computer or network security. NDAs are legally binding agreements that remain in effect until a specific time frame has expired. The primary purpose for the creation of an NDA is to guard against the unlawful copying and disclosure of sensitive or critical information. The most critical element in the construction of a successful NDA is the addition of the prohibited information that could be disclosed by the signing party to a third-party.

Assignment / Delegation of NDAs is a key area of consideration for organizations looking to secure business contracts with important third parties. Typically, the information that is considered sensitive or critical to the organization are those deemed to contain trade secrets (or proprietary information), or those that constitute an inappropriate disclosure of proprietary or confidential information by an employee of the organization.


In addition to legislation to prohibit the possession and use of child pornography, most modern nations also have legislation in place to prohibit the production or distribution of child pornography. In some cases the legislation includes measures to prohibit the possession or use of child pornography while in other cases the legislation specifically prohibits the distribution of such material.

The purpose of the legislation is to protect children from the harms that these acts inflict upon them. For example:

  • to protect children from viewing images of sexual abuse that could trigger feelings of depression, anxiety and revulsion;
  • to safeguard children from being drawn into traditional paedophile networks;
  • to protect children from their own parents or other family members who might encourage or allow the production of child pornography;
  • and to protect children from harm by adults who work with children in the production of child pornography.

The legislative measures are generally not intended to apply to possession or viewing of images produced by adults exclusively for their own personal use.

The legislation does not protect children from harm that is inflicted by persons other than those who work with them or those who procure the production of the material. For example, a child might be harmed by being sexually exploited or abducted.

The measures are also not intended to protect children from being sexually assaulted or raped by their parents or other relatives.

Good Faith

A recent landmark United States Supreme Court case, Ryan v. Best Buy Co., Inc., holds that when a party is required to disclose certain confidential information in order to obtain a benefit, without an opportunity to negotiate reasonable terms of the disclosure, the party is required to keep the information confidential on a "good faith" basis. A party must disclose based on its belief that the disclosure is necessary to the negotiation process and will not cause injury to the other party.

This case was heard by the U.S. Supreme Court in January 2015 and will affect corporate contracts and other contracts involving confidential or proprietary information about a company. It is common for companies to have NDAs when dealing with a vendor that has the potential to be beneficial to the company. These NDAs may place limits on the information that a vendor can providing to the company or a company's customer or supplier.

Some companies use the idea of a "good faith" discussion when drafting an NDA. This typically involves a discussion on what types of information and documents the company requires. At the same time, the NDA will explain that the company reserves the right to request additional information that it considers necessary, and the company may also be able to request exclusions as it sees fit.

For example, if the company manufactures a new product, it may ask the vendor to keep information confidential relating to testing and development, market analysis, or new product ideas.

Successors in Interest

Definition and Definition of Successor in Interest

A successor in interest or contingent beneficiary in a will, trust, or living trust is entitled to receive a share of the estate according to the terms of the will, trust, or trust agreement.

Successors in interest are generally not included on the title documents of the estate unless the terms of the will, trust, or trust agreement allow for an interest in the property, which may be to receive a portion of the property’s value (in the case of a trust).

A living trust or living trust agreement will specifically grant an interest in the estate and subsequent assets, which will be enjoyed by the successor in trust or contingent beneficiary.

A beneficiary and a successor in interest will have a binding interest in the property to be distributed to the beneficiary and the value of each interest in the property will be slightly different from the other.

When a person dies without a will, the state will dictate who the successor in interest is. In a will, the successor in interest (or beneficiaries) may be specifically named in the will or the will may refer to the beneficiary or beneficiaries as succeeding in interest to the deceased.

A successor in interest may be female, male, or under another name.

Execution in Multiple Parts

When you serve as an attorney or sign a contract for your company, you commonly agree to a non-disclosure agreement, or NDA. It’s a pact you make with each other in order to keep certain information confidential.

While you should have every intention of keeping each other’s confidences, you must also be able to share confidential information with each other in certain circumstances. This is where the non-disclosure agreement, or NDA, comes in.

The NDA forms the basis of confidentiality in a variety of different circumstances. That’s why this form is so frequently used. You have the option of using a pre-packaged non-disclosure agreement when you are representing yourself. There are also companies that offer free non-disclosure agreement templates that you can download for free.

If you’re interested in using NDA templates, keep the following in mind.

Capacity to Contract

Part 4 of 4 in NDA Series

A non-disclosure agreement (NDA) is a written agreement signed by both parties involved in a commercial, professional, or government transaction. The NDA states the terms of the transaction and a document is prepared with both sides signing it to signify the intent to enter into a contract. The NDA is often presented to the public as an agreement between two companies (or business)…meaning it is often forgotten as confidential information going to the grave if one company ever decides to go public.

Notice of Terms

On this website, you will find terms and conditions and non-disclosure and non-use agreements related to content and services. Your use of our websites and your access to and viewing, downloading to, and/or printing of the content and services is subject to the terms set forth below.

By entering or using the site, you agree as follows:-

You must review and agree to be bound by all of the terms and conditions set forth below, including the Disclaimer and Limitation of Liability section. You acknowledge that these terms may change over time. Your use of these websites at this time indicates that you have read, or had the opportunity to read, and agree to be bound by the terms of this agreement. If you do not agree to these terms, and to be bound by the terms of this agreement, you are not permitted to access or otherwise use this site, any of its content or services, or to otherwise interact with us in any way.

Please note that when you click the " agree" button, you agree to all the terms and conditions, the NDA and other documents on this website. Those documents (as amended from time to time) are available for your review prior to clicking on the button.


This construction project non-disclosure agreement (NDA) is a template only. Click here to download a sample construction project NDA template.

This type of non-disclosure agreement (NDA) is used when the buyer and seller are collaborating during the construction project.

This agreement covers findings, conclusions, and recommendations of all parties and the manner in which such findings, conclusions, and recommendations will be handled, and provides for the right to inspect and use such findings, conclusions, and recommendations.


Including the name and address of the parties, and the amount of the monetary consideration, this agreement is presented in three parts:

Part I is the heading. The "NDA" portion is in Part II, Section 1, "Agreement." The "NDA" portion provides that the parties designates and agrees to identify the information to be kept confidential. The non-disclosure of the information is necessary to protect the proprietary rights of the seller.

Part III provides for the signature of the seller and buyer to execute this agreement and is not part of the agreement.

Part II, Section 2, "Confidentiality" sets forth the terms of confidentiality, insurance, and exceptions. The seller confirms that the information that the seller is disclosing will be treated in confidence and the buyer confirms that the buyer will create a record of the design and construction of the project.


Permission Forms, or Non-Disclosure Agreements (NDAs).

Metadata are a group of layers that are specified as (i) metadata elements and (ii) location reference elements. Three types of metadata elements are shown here: managed metadata, managed metadata values, and the set of rules that govern metadata values. Any metadata elements are associated with a descriptive label (or metadata value). Metadata rules together with a set of manage-ment decisions for those metadata rules (“management decisions”) can establish whether a metadata value exists. The management decisions for a metadata value are shown here as “managed metadata rules.” The metadata information that is shown here consists of layered fields and managed metadata rules.

The data of the metadata definition are generally stored in the metadata store. A metadata value is a record or a set of records, which have a value for a metadata element and organizational organization-wide-name reference; and metadata rules are generally stored in the metadata store. Such data stored in the metadata store either for a data item or data value are generally referred to as managed metadata.

A data item can have a set of metadata values associated with the data item. In some cases, metadata values can refer to other data items. The set of all metadata values associated with a data item is called a metadata value set (MVS). Databases, such as oracle databases tables, can have metadata values associated with the tables.

What Cannot Be Protected by a Non-Disclosure Agreement


What cannot be protected by a non-disclosure agreement are items that are not –secret”. For example, non-disclosure agreements cannot be used to protect the following:

  • Nothing that has already been made public
  • Any information that can be found in the public domain
  • Any ideas that the public has had access to in the past
  • Any information that’s already been conveyed to any third party
  • Any information that has already been disclosed to the public
  • Any information that isn’t in the public’s best interests
  • Any information that isn’t subject to trade secret law

Any information that could have no value in restricting customer access.

An item or information cannot be protected just because the owner said that it’s not appropriate to be disclosed. If information or an item that can be disclosed is part of a –trade secret”, it can only be disclosed as part of a non-disclosure agreement (NDA). A trade secret is something that the owner –owns”.

Cost to Have a Non-Disclosure Agreement Reviewed

The word "non-disclosure" is a broad term that encompasses many different types of information ranging from the very general to the very specific. They can range from agreements that prohibit disclosure of a company's thoughts, opinions, and strategies; to non-disclosure agreements that prohibit people from sharing information that could cause embarrassment to the company or otherwise put it at risk.

A non-disclosure agreement (NDA) is a contract between two parties that prevents the recipient from sharing or disclosing confidential information to others. At some point, organizations will review them for that very reason. People may also need them to stop leaks of internal information. These agreements can be between a few parties (which must be in writing) or many parties.

As an example, if you own the rights to a book and do not want someone to steal it, you can hire an attorney to draw up a contract for you. This will make it clear, in writing, that you do not wish your book shared without receiving compensation. Your attorney will also draft an NDA that would cover anyone who is reading the book, such as a professor, friend, coworker, or family member. This NDA can protect not only your book, but also any information that you want kept secret, no matter where it comes from.

Where to Store Your Non-Disclosure Agreement

Are you in the arts and entertainment industry? Think back to the last time you applied for a non-disclosure agreement (NDA), whether to sign a contract with a new client or to release the artwork you had created.

If you are like many others in this industry, you probably stored your signed NDA in a dedicated file folder to protect its contents. But time goes by and you’d like to access your NDA if you’re ever approached again, or if you want to showcase your skills or form a new business. How do you now locate that file folder in your dusty laptop?

Here is a list of typical places where you might have a copy of your NDA:

Your Laptop

Most likely, you stored your NDA on your laptop in a dedicated file folder. Today, however, you may have moved your laptop from job to job and the file path for your NDA is no longer in that same folder.

The Briefcase You Stored Your NDA in

Among the many tasks you perform during the day, you most likely remember placing your NDA in a brief case. But that briefcase may have moved multiple times and often gets moved from room to room or subjected to the effects of light, heat or other temperature fluctuations.

Who a Non-Disclosure Agreement Is Right For

A non-disclosure agreement is a contract undertaken by an entity to address and resolve issues regarding confidentiality, such as trade secrets or other proprietary information. These special contracts are often used to ensure security and protect the proprietary information of a firm or person.

An agreement can be written or verbal and is usually signed by both parties that wish to keep the information confidential. There are various types of NDAs that are used depending on the circumstances, with each containing its own court requirements and provisions.

So who a non-disclosure agreement is right for really depends on the field and the situation. In some cases, you can perform forensic analysis on a piece of hardware or software and reveal some confidential information that’s relevant to the venture. In such a situation, you can include specific sections and clauses in the non-disclosure agreement to spell out the forensic analysis.

You can also include exclusions and exceptions for certain information in your agreement that you do not want to be disclosed. For example, you can include the information about the type of software you are developing in the non-disclosure agreement but exclude the processes that are not relevant to the technology. Or, a company can include the field of technology a company is developing while excluding the specific features and functionality being developed and marketed.

An NDA Protects Proprietary Information

A Non-Disclosure Agreement, also referred to as a NDA, is a legally binding document that is used to protect proprietary information. A NDA is typically used when a person has worked on a company’s product and is now introducing this as his own. This is done to protect the company’s confidential information from being shared on a public forum or to websites that are not technology related.

Area of Use:

Non-Disclosure Agreements are used when providing services or when a party is sharing proprietary information.

NDA Definition:

A Non-Disclosure Agreement is a legally binding tool that helps govern partnership agreements and business partners. It can also be used by corporations and small business owners to govern the sharing of information involving assets and sales.

NDA Purpose:

An NDA is typically used to regulate the sharing of information amongst businesses. It helps enforce rules concerning the use of the information and stops a party from disclosing confidential information without the consent of the other party. It can also safeguard the parties from being sued for sharing proprietary information.

Types of NDA:

There are several ways to use a NDA including:

NDA Experience:

The use of NDA is on the rise. While it has long been used as a tool in the corporate world, it is now being used in other industries.

Common Company Situations & NDAs

If you own a small company and are selling your product or service to a client, chances are you’ll have to sign a non-disclosure agreement (NDA) before providing your client with the product or service. –NDAs have become a standard part of business contract negotiations, but they don’t just apply to large companies.

If you have an idea for a business, a freelance relationship with one partner or a licensing agreement, you’ll need a way to make sure that confidential information stays confidential. An NDA can be used to protect any information. If you are the exclusive provider of hot water for an office building, for example, your NDA will state that the information is confidential property of your company and that you have the exclusive right to commercialize it.

NDA templates are available online. Some NDA templates are part of a larger, more comprehensive contract template that covers every eventuality, and others are only used for the non-disclosure portion of a larger contract. If you’re selling a proprietary process, knowing what type of information might be shared at the time of the sale will help you customize your NDA to protect that information.

3 Questions to Ask Yourself to Discover if You Need an NDA

The purpose of an NDA is to ensure the protection of trade secrets and sensitive information which may have an adverse effect on your business.

The most important point is to launch your products and set your business foot in the competitive business market. This step is totally dependent on the protection of private data that is being shared between two companies.

Generally, the companies would exchange the data of new product development, market analysis, research and product testing of their products to develop new products and take the advantage of this.

But with the existence of NDA, all the private information must be kept strictly confidential and must not be shared with others without their permission.

The need for the NDA may arise in the following cases:

Case 1: Data that could cause harm to the company and its employees if it is released to outside parties.

Case 2: Data that could damage a company reputation or could be a threat to its goodwill if it is leaked to outside parties.

Case 3: If the law of the country has any special concern for the private data which must be protected and kept confidential.

Thus, the NDA would be written and signed, which will make the private area a safe and secured zone.

Following are the three significant questions for you to decide if a NDA is required or not:

What type of private information is it about?

Types of Confidentiality Agreements: Unilateral vs Mutual NDAs

In general, a unilateral non-disclosure agreement (NDA) is an agreement between parties that imposes confidentiality obligations on one or both parties, without the other party’s consent.

A bilateral non-disclosure agreement (NDA) is an agreement between two parties, one of which is required to keep the confidential information confidential.

An investor’s relationship with a company is a good example of a unilateral NDA. An investor goes to a company, typically with a huge amount of money, requesting a return on his investment. He interviews the company’s top management team, reviews its financials, and audits its accounting.

If the company agrees to present its marketing plan to the investor, it would probably ask that the investor sign a unilateral NDA.

However, if the investor seeks exclusive access to a product or type of product and wants to receive a first look at a new product that the company has ready for launch, having the investor sign a unilateral NDA may not be feasible. The investor may offer to sign a bilateral NDA.

A bilateral NDA typically protects the company’s confidential information, but the company may feel that it’s too restrictive and that it would be unfair to the investor to prevent him from sharing his own trusted source of confidential information with the company’s other investors.

The Unilateral Non-Disclosure Agreement


The Non-Disclosure Agreement, more commonly known as a Nondisclosure Agreement, is an agreement by one party, known as the disclosing party, to hold confidential all information or materials that the other, referred to as the nondisclosing party, discloses to him or her.

Such agreements are generally in the form of an agreement between a company and an individual seeking employment or an R&D contribution. The company benefits by having confidential information barrier while the individual benefits by receiving assurance that his or her potential reward may not be jeopardized by privileged information of the company in which he or she is seeking employment.

The agreement may be either bilateral or unilateral, depending on the nature of information or materials to which the agreement applies.

The Mutual Non-Disclosure Agreement

A mutual non-disclosure agreement (NDA) is an agreement in which both parties keep the information confidential and agree not to disclose it to others.

The NDA is made between the recruiter and the job seeker. The recruiter employs the job seeker to get a reference for sourcing information about the company.

The NDA is really important in setting up a system of non-disclosure in the background to ensure that the job seeker does not disclose any confidential information to the recruiter.

However, it is against the ethics of a recruiter to ask for a non-disclosure agreement after the interview to protect his family member from losing their job.

It is possible that the employer may ask for a non-disclosure agreement so that he may get confidence and take the final decision on whether to hire you or not.

You can set up the non-disclosure agreement at the end of the interview. As this is a mutual agreement between the employer and the candidate, the employer will not have any reason to ask you to sign a non-disclosure agreement.

You can buy a template for the non-disclosure agreement from the internet. Most templates on the internet will not judge the value of the agreement. If you have an unprofessional template, you can just appear as a candidate joining a job for a low salary.

Benefits of a Non-Disclosure Agreement

Nobody likes to share information – especially in a competitive industry like technology. That’s the reason why NDAs were created to help protect information and confidential business information.

All businesses work to gain competitive advantages over other businesses. One way they do so is by freely sharing information with employees, partners, or others outside the company. Without an NDA, their competitors can easily obtain the same information. With an NDA in place, that information’s protected.

What Is an NDA?

An NDA is an agreement that protects the confidentiality of business information and personally identifiable information. It ensures that any information that’s shared with one party won’t also be shared with the other party. And it protects the original party from the negative consequences of violating the agreement, such as the other party taking confidential information and sharing it with competitors.

Common Misconceptions about NDAs

People often mistake NDAs for a contract. NDAs aren’t contracts – they are simple confidentiality contracts. People think that NDAs are unfair when they’re working with a competitor. That’s not the case – confidentiality agreements have nothing to do with competition. They protect confidential information from being stolen.

Drawbacks of a Non-Disclosure Agreement


A Non-disclosure Agreement (NDA) is a contractual agreement which enables the parties to an industry discussion to agree to withhold or limit the disclosure of material or information to a third party.

A Non-disclosure Agreement (NDA) is required for business deals which involve trade secrets, patents and other confidential information, especially those which require you to work with a third party.

Non-disclosure Agreement (NDA) as per ASA, namely Patents Act, Industrial Designs Act etc. provides rights to the inventors/designers to keep confidential the details as per the schemes of industrial countries.

Non-disclosure Agreement (NDA) pertains to the confidential information, handling and protection. The participation of the recipient generally discharges his/her duty not to disclose information concerning the agreement.

Non-disclosure Agreement (NDA) acts as a voluntary restraint of trade between parties and requires the signatories to refrain from performing certain acts and in other ways to take action that could be construed as a breach of the agreement.

The parties to the Non-disclosure Agreement (NDA) are referred to as recipients. The recipient must sign a return agreeing that the information is not communicated to any outside party without the permission of the disclosing party. The signing of the form is the only way the recipient can be deemed to have taken the agreement seriously (even though they may later breach the terms).

Alternatives to Using a Non-Disclosure Agreement


Whenever you share information with anyone, for any reason, you can benefit from taking the NDA process one step further. Using a non-disclosure agreement can help you protect your intellectual property, but it can also serve an important purpose in guarding your reputation. If you are a business involved in an industry that generates a lot of confidential and personal information, having a written agreement in place will shore up your defenses and protect you from having to deal with confidential information leaking out of your company.

Beyond securing your company, you can use a non-disclosure agreement to safeguard your own, and thus alleviate the worrying need to constantly worry about confidential information falling into the wrong hands. Language in a NDA will prevent you and your company from being sued and comes with an ironclad compliance ensuring you can rest a little easier at night.

You have two choices when it comes to whether or not to charge a fee for an NDA:

You can use a free, template-based agreement when filling out and signing the agreement You can have a contract prepared for you and pay a fee to have it signed by the person you share information with.

Non-Compete Agreement

It is a common law in the United States that a former employer may have the right to prevent their former employees from competing with them in any field of business for a limited amount of time. Employees referred to in this case as "insiders”. This is a situation where the departing employee threatens the trade secrets of the former employer which might have direct financial benefit to them.

In assignment agreements, you will generally find a detailed description of the job description and the rights and duties of the company and that of the employee.

The termination letter should be faultless and your employers will have to follow basic laws and regulations, in order to terminate you. It is also important to include a detailed job description in a separate letter to the employee.

The basis for the non-compete clause are the provisions of the FTC Fair Competition Act. This act protects the rights of employees and prohibits them from taking secrets (trade secrets) of their previous company.

This act is the case because the company who hired you, expects that the things you learned as an employee will only be used for their benefit while you work there, not for the benefit of someone else.

Employee Handbook

A must for every employee, the Employee Handbook is an official document that details all your company’s policies and procedures. It lays out acceptable and unacceptable behavior and all your employee responsibilities. It is always advisable to discuss it with them first before hiring any new employee and it should be handed over to the new employee before starting with him/her. It saves you from any misunderstanding later down the line.

Employment Contract

Electronics technicians, photographers, managers, blue collar workers, salespersons and employees in almost any industry now have the ability to generate more contracts than most of them ever had in the past.

As the economic environment has deteriorated, many businesses of all types are becoming more fiscally conservative and are implementing many of their contracts.

For example, on a national level, the federal government implemented a new rule requiring companies that hire H-1B visa employes to provide them with a 60 day non-disclosure contract after the issuance of the H1-B visa.

Initial Posting: 19 December 2010

Revised: October 19, 2014

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The Bottom Line

Non-disclosure agreements, otherwise known as NDAs, are not uncommon in the business world and they are primarily used to prevent unauthorized disclosure of secret or sensitive information. Certain agreements may even be used to prevent former employees and business partners from releasing critical business information and intellectual property rights.

In recent times, non-disclosure agreements (NDAs) have become more common in the workplace, especially in fields like IT and security. Those who have encountered NDAs in the workplace know how important they are to protecting trade secrets, company reputation, and confidential information.

In theory, non-disclosure agreements are a good thing. They protect both the employer and employee (or potential employee) by preventing information about a company’s confidential information from being leaked out before the employee is employed or accepted into the company’s training program.

In reality, some people use NDAs more to stifle their former employer’s ability to hire new talent. In effect, they feel that employers going to great lengths to sign NDAs in an attempt to keep a business’s workforce small and underpaid. As a result, they go to great lengths to sue their old employers for breaching the NDA that was signed as part of their former employee’s employment contract.