Free non-disclosure agreement (nda) template
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.
What's in this template
Mutual non-disclosure agreement
[Starting point, not legal advice. This mutual NDA is written for use in the US, with notes for England and Wales and India. In India, have the agreement stamped under your state's Stamp Act so it can be relied on in court. For employees, or where one side shares much more than the other, ask a lawyer about a one-way NDA instead. Delete this note before use.]
This Mutual Non-Disclosure Agreement (the "Agreement") is made on [Month DD, YYYY] (the "Effective Date") between:
[Company A legal name], a [Delaware corporation / private limited company / LLP], with its principal office at [address] ("Company A"); and
[Company B legal name or individual's full name], [a company / an individual], with its principal office or address at [address] ("Company B").
Each party may disclose Confidential Information (the "Discloser") and receive it (the "Recipient").
1. Purpose
The parties wish to share information to evaluate and discuss [a possible partnership / the supply of software development services / a possible investment or acquisition] (the "Purpose").
2. Confidential Information
"Confidential Information" means any non-public information disclosed by the Discloser to the Recipient, in writing, orally, electronically or by inspection, that is marked or identified as confidential or that a reasonable person would understand to be confidential. It includes [business plans, financial information, customer and supplier lists, pricing, product designs, source code, technical data, know-how and the terms of this discussion].
3. Exclusions
Confidential Information does not include information that the Recipient can show:
- is or becomes public through no fault of the Recipient;
- was lawfully known to the Recipient, without restriction, before it was disclosed;
- is lawfully received from a third party without a duty of confidentiality; or
- is independently developed by the Recipient without using the Discloser's Confidential Information.
4. Obligations of the Recipient
The Recipient will:
- use Confidential Information only for the Purpose;
- not disclose it to anyone except its employees, officers, advisers and contractors who need to know it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement;
- protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and
- promptly tell the Discloser if it learns of any unauthorised use or disclosure.
5. Disclosure required by law
The Recipient may disclose Confidential Information if required by law, regulation or court order, provided that, where legally allowed, it gives the Discloser prompt notice and reasonable help to seek a protective order, and discloses only what is required.
6. Term
This Agreement covers disclosures made during [one year] from the Effective Date. The Recipient's obligations last for [three years] after each disclosure, except that obligations for trade secrets last for as long as the information remains a trade secret under applicable law.
7. Return or destruction
On the Discloser's written request, or when discussions end, the Recipient will promptly return or destroy the Discloser's Confidential Information and confirm this in writing. The Recipient may keep copies held in routine backups or required by law, which remain subject to this Agreement.
8. No licence, no warranty, no obligation
All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants any licence or right to the Discloser's intellectual property. Confidential Information is provided "as is", without warranty. Neither party is required to disclose any information or to enter into any further agreement.
9. Remedies
Unauthorised use or disclosure may cause irreparable harm for which money damages are not an adequate remedy. The Discloser may seek an injunction or other equitable relief, in addition to any other remedy available.
10. Whistleblower notice
[Include where either party is an individual in the US: Under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), an individual is not liable for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.]
11. General
This Agreement is governed by the laws of [the State of New York / England and Wales / India], and the courts of [New York County, New York / England and Wales / City, India] have exclusive jurisdiction. It is the entire agreement between the parties on this subject, may be changed only in writing signed by both parties, and may be signed in counterparts and electronically. Neither party may assign it without the other's written consent.
Signatures
For [Company A legal name]
Signature: ____________________
Name: [Name]
Title: [Title]
Date: ____________________
For [Company B legal name]
Signature: ____________________
Name: [Name]
Title: [Title]
Date: ____________________
Find it in: Non-disclosure agreement (NDA) template