Non-Disclosure Agreement (NDA)

Other Names: 

Confidentiality Agreement, Secrecy Agreement, Confidential Disclosure Agreement, NDA, Proprietary Information Agreement, Mutual Confidentiality Agreement, गोपनीयता समझौता, गैर-प्रकटीकरण अनुबंध, जानकारी सुरक्षा समझौता, संविदा गोपनीयता दस्तावेज़

What is a Non-Disclosure Agreement?

Non-Disclosure Agreements (NDAs) are legal contracts between two or more parties that designate certain information to be kept confidential. NDAs are often used in partnerships, employment, and mergers to protect trade secrets, sensitive information, or proprietary processes. Many businesses also refer to a sample non disclosure agreement or a non- disclosure agreement form to understand standard clauses and legal structure. 

The agreement defines the information regarded as confidential, the duties of the receiving party, and the time frame for maintaining confidentiality. This protects any interests of trust and prevents leaks of information. As either a company or contractor, having an NDA ensures your ideas and information remain protected and private throughout your working relationships.

When can you use a Non-Disclosure Agreement?

  • When two businesses want to explore some collaboration or joint ventures, an NDA protects confidential strategies, client data, or proprietary information during discussion.  
  • Employers utilized NDAs when engaged with employees, freelancers, or consultants so as to stop the disclosure of trade secrets and internal processes or sensitive company data.  
  • While merging and acquisition activities are being carried out, NDAs protect financial records, legal documents, and internal operations exchanged between the parties in due diligence.

Sample Non-Disclosure Agreement

The following one is just a template for NDA, shared as a sample NDA non disclosure agreement to help you understand how a non disclosure contract looks in structure and format.

NON-DISCLOSURE AGREEMENT (NDA)

This Non-Disclosure Agreement (“Agreement”) is made and entered into on this ___ day of _______, 20 (“Effective Date”).

BETWEEN

Disclosing Party:
 Name: ______________________________
 Address: ___________________________

AND

Receiving Party:
 Name: ______________________________
 Address: ___________________________

The Disclosing Party and the Receiving Party are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

  1. Purpose

The purpose of this Agreement is to allow the Parties to share certain confidential information for evaluating, discussing, or carrying out a potential business relationship, project, or engagement.

  1. Definition of Confidential Information

“Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or visual form, including but not limited to:

  • Business plans and strategies
  • Financial information
  • Trade secrets
  • Technical data and processes
  • Client or supplier details
  • Any proprietary or sensitive information
  1. Obligations of the Receiving Party

The Receiving Party agrees to:

  • Keep all Confidential Information strictly confidential
  • Not disclose Confidential Information to any third party without prior written consent
  • Use the Confidential Information solely for the stated purpose
  • Take reasonable measures to protect the confidentiality of the information
  1. Exclusions from Confidential Information

Confidential Information does not include information that:

  • Is publicly available at the time of disclosure
  • Becomes publicly available without breach of this Agreement
  • Was lawfully known to the Receiving Party prior to disclosure
  • Is obtained legally from a third party without confidentiality obligations
  1. Term and Duration

This Agreement shall remain in effect for a period of ___ years from the Effective Date.
 The obligation to maintain confidentiality shall survive termination of this Agreement.

  1. Return or Destruction of Information

Upon request, the Receiving Party shall return or destroy all Confidential Information, including copies, notes, or records.

  1. No License or Ownership

Nothing in this Agreement grants the Receiving Party any rights, license, or ownership in the Confidential Information.

  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of ____________________.

  1. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding confidentiality and supersedes all prior discussions or agreements.

  1. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

Disclosing Party
 Signature: ___________________________
 Name: ______________________________
 Date: ______________________________

Receiving Party
 Signature: ___________________________
 Name: ______________________________
 Date: ______________________________

How To Write a Non-Disclosure Agreement

A Non-Disclosure Agreement (NDA), also known as an NDA non disclosure agreement, is basically a contract whereby one party (the “Recipient”) agrees to maintain the secrecy of certain information it receives from another party (the “Owner”). To write an effective NDA, one has to clarify the terms of confidentiality with regard to the subject matter. Many businesses rely on standard non disclosure templates as a reference, but the clauses should always be tailored. Here are some commonly included clauses and their meanings:

Confidential Information
Define what information is to be considered confidential. It may be business plans, pricing, technical data, customer lists, inventions—proprietary or any sensitive information that is communicated either orally or in writing. Be specific about what will be protected and also specify any exceptions to protection if such information is a matter of public record or publicly known.

Protection of Confidential Information
Describe the Recipient’s duties as far as protecting the information from unauthorized disclosure. These duties include reasonable control measures to prevent disclosure and shall also include giving notice to the Owner if such disclosure occurs. These obligations apply across most NDA agreements, whether one-way or two-way.

Unauthorized Disclosure and Injunctions
Identify remedies in case of improper disclosure by the Recipient, including injunctive relief from the courts in order to prevent further harm.

Non-Circumvention

Prevents one party from circumventing or bypassing the other party to make contact directly with the clients or to use confidential information for his or her own benefit without permission. This clause is especially relevant in a mutual non disclosure agreement.

Return of Confidential Information
Include a clause stating that any confidential materials must be returned or destroyed whenever the Agreement has expired or is terminated by either party following any request of the Owner, plus an operative statement confirming it.

Relationship of Parties
Clarify that the NDA does not establish any relationship of employment, partnership, or joint venture between the parties.

No Warranty
State that the Owner makes no warranty regarding the accuracy or completeness of the confidential information.

Limited License to Use
State that the Recipient is granted only a limited license to use the information and is not granted ownership in the intellectual property.

Indemnity
Hold the Recipient liable for damages caused due to unauthorized disclosure, including damages arising from any third-party claims.

Attorney’s Fees
Where enforcement of the agreement should be incurred in court, states that said party in breach may be ordered to pay all legal fees associated (subject to local laws).

Term
This specifies how long the Non-Disclosure Agreement remains in effect—perhaps a few years, or indefinite if protecting trade secrets.

General Provisions
Outline such things as governing law, amendments, severability, and venue for disputes.

Whistleblower Protection
Stipulate that the NDA will not preclude lawful reporting of illegal or unethical activity, protecting the rights of any whistleblower as required by law.

By way of inclusion of these clauses, clearly and precisely, your NDA will grant due protection to the confidential information and depict the rights and responsibilities of all parties concerned. Always make the agreement fit your own purpose and feel free to seek the guidance of a legal professional.

Non-Disclosure Agreement FAQs

 A nondisclosure agreement, also known as a non disclosure contract, is a legally binding contract used to protect confidential matters disclosed between concerned parties. Its primary aim is to ensure that sensitive data, such as trade secrets, business strategies, or proprietary information, is not imparted to unauthorized persons or entities—NDAs build that trust in partnerships, negotiations, or employment.

 Yes, NDAs must be binding contracts, that they meet the requirements set down by law. Normally, some of the requirements are that the parties entered into the agreement by mutual consent, there is an express stipulation of what is considered to be confidential, the receiving party is under an obligation to abide by the contingency of confidentiality, and the agreement is binding under the agreed law. Once either party has breached its terms, the other party may resort to litigation to seek damages or have the matter settled by an interlocutory injunction, as defined in the non-disclosure agreement form.

This depends on several factors related to the kind of information that is covered by the NDA and mutual agreement between parties. Generally, NDAs are binding for around 1 to 5 years. Sometimes an indefinite period of time, or until the public knowledge thereof arises by appropriate ways, can be entered into in regards to trade secrets.

 The breach of a Non-Disclosure Agreement will allow the party that disclosed the information to institute legal proceedings claiming damages, seek compensation for damages or an injunction to restrain further disclosure. However, in more serious circumstances, it may even cause a termination of business relations, or it may become a reputation-damaging matter. Each set of consequences depends, of course, on the wording of the agreement and on the laws prevailing in the given jurisdiction.

 NDAs should be signed by anyone who will ever have access to confidential information: employees, contractors, business partners, potential investors—the list goes on. They are used in the ordinary course of employment, product development, M&A, and sharing of business proposals or proprietary data.

Non-Disclosure Agreement checklist

Create Your Customized Non-Disclosure Agreement

You can easily create a personalized Non-Disclosure Agreement (NDA) by answering a few straightforward questions. We’ll guide you through each step to ensure your document meets your specific needs. You can also save your progress and return later to complete it.

Review Your Agreement

After customizing your NDA, take the time to carefully review it to ensure it accurately reflects your intentions. It’s also a good idea to review the document with the other party involved to prevent any delays during the signing process.

If you have questions, you can ask for free legal guidance or connect with Draaft for professional support.

Sign the Agreement

The agreement must be signed by both parties:

  • The Owner
  • The Recipient

You can sign the document securely online using Draaft. The agreement becomes effective on the date specified within the document.

Distribute Copies

All individuals named in the agreement should receive a signed copy.

If signed online, the document will be securely stored in your Draaft account. You can easily access, share, or download it whenever needed.

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