Non-disclosure agreement (NDA) template

A mutual non-disclosure agreement for two businesses, or a business and a freelancer, that need to share confidential information before deciding on a deal. It defines the purpose and what counts as confidential, sets out the standard exclusions, limits use and onward sharing, handles disclosures required by law, sets a term, and covers return or destruction of information, remedies and governing law, with notes for the US, England and Wales, and India.

Template

• Non-disclosure agreement (NDA) (document): A mutual non-disclosure agreement for two businesses or a business and a freelancer sharing confidential information before a deal, with exclusions, term, return of information and governing law.

How to use this template

1. Write down, in one sentence, why you are sharing information: "to evaluate a possible white-label partnership" is better than "business discussions".
2. Open the NDA and give the AI both parties' legal names and addresses, the purpose, the governing law and the term you want.
3. Decide whether a mutual NDA fits. If only you are sharing, ask the AI to "make this a one-way NDA with us as the discloser".
4. Send it as a PDF or Word file for signature, sign electronically or on paper, and keep the countersigned copy before you share anything sensitive.

Writing an NDA people will sign

• Keep it short and balanced. A mutual, two-page NDA gets signed in a day; a one-sided ten-page one starts a negotiation.
• Define the purpose narrowly. The recipient may only use your information for that purpose, so a tight purpose is your main protection.
• Two to five years of confidentiality is typical for business information. Trade secrets can be protected for as long as they stay secret.
• Do not hide a non-compete in an NDA. Non-competes are void in most cases in California and are generally unenforceable in India under section 27 of the Indian Contract Act, and including one can put the whole agreement in question.
• An NDA cannot stop someone reporting wrongdoing to the police or a regulator. In the US, agreements with individuals should include the Defend Trade Secrets Act whistleblower notice, which the template has.
• In India, stamp the NDA under your state's Stamp Act. An unstamped agreement cannot be relied on as evidence in court until the duty and any penalty are paid.

Frequently asked questions

What is the difference between a mutual and a one-way NDA?

In a mutual NDA both parties share and protect information, as in partnership talks. In a one-way NDA only one side discloses, as when a company shares plans with a contractor or a potential investor.

Is an NDA enforceable?

Generally, yes, if it is clear, reasonable in scope and duration, and signed by people with authority to bind each party. Courts are less willing to enforce NDAs that try to cover public information or last forever.

Does an NDA need to be notarized or witnessed?

Not in the US or UK. Signatures from both parties are enough, and electronic signatures are fine. In India it should be on stamp paper or e-stamped.

Will investors sign an NDA?

Most venture capital investors will not sign NDAs for a first pitch, because they see many similar ideas. Share a deck without your most sensitive details, and use an NDA later, in due diligence.

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