Document text
NON-DISCLOSURE AGREEMENT
Mutual or one-way · confidential information · exclusions · return or destruction
Choose: [MUTUAL / ONE-WAY]
Effective date [DATE]
Party A [DISCLOSING PARTY / PARTY A]
Party B [RECEIVING PARTY / PARTY B]
Mode [MUTUAL / ONE-WAY]
Confidentiality term [MONTHS / YEARS]
Governing law [STATE]
1. Purpose
The parties wish to evaluate [PROJECT / BUSINESS RELATIONSHIP]. Confidential information may be used only for that purpose.
2. Confidential information
Nonpublic business, financial, scientific, technical, product, customer, pricing, security and operational information disclosed in writing, electronically, visually or orally and identified as confidential or reasonably understood to be confidential in context.
3. Exclusions
Information is not confidential to the extent the receiving party can document that it: was lawfully known without restriction; becomes public without breach; is received lawfully from a third party without duty; or is independently developed without use of the confidential information.
4. Duties
Use the information only for the purpose; share it only with representatives who need it and are bound by confidentiality duties; apply reasonable safeguards; notify the disclosing party promptly of known unauthorized access or disclosure.
5. Required disclosure
If lawfully required to disclose, give prompt notice when legally permitted and disclose only what is required. Nothing prohibits protected reporting to a government official or attorney, or a sealed court filing, as described in 18 U.S.C. § 1833(b).
6. Term; return or destruction
This agreement begins on the effective date. The confidentiality duty lasts [TERM] months, except trade secrets may require protection while they remain trade secrets under applicable law. On written request, return or destroy confidential materials, subject to legal retention and routine backup limits.
7. No license; no obligation
No intellectual-property license is granted. Neither party must proceed with a transaction. Information is provided without a promise that it is complete or error-free, except as separately agreed.
8. General terms
This document states the entire confidentiality agreement for the purpose. Amendments must be in writing. If one provision is unenforceable, the remainder survives to the extent permitted. Electronic signatures and counterparts may be used where valid.
Signatures
PARTY A
Name / title: __________________________
Signature / date: _______________________
PARTY B
Name / title: __________________________
Signature / date: _______________________
Template only, not legal advice. NDA enforceability and required terms vary by state and relationship. Have a lawyer in your state review it, especially for employees, contractors, inventions, non-solicitation, regulated data or cross-border disclosures.