# Non-Disclosure Agreement (NDA) Template

**This Non‑Disclosure Agreement (the “Agreement”) is made and entered into as of** **[Effective Date]** **by and between**  

**Disclosing Party:** **[Full Legal Name of Disclosing Party]**  
Address: **[Disclosing Party Address]**  

**Receiving Party:** **[Full Legal Name of Receiving Party]**  
Address: **[Receiving Party Address]**  

*(Collectively, the “Parties” and individually, a “Party.”)*  

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## 1.  Purpose  

The Disclosing Party intends to disclose certain confidential and proprietary information (the “Confidential Information”) to the Receiving Party for the purpose of **[describe purpose, e.g., evaluating a potential business partnership, product development, etc.]** (the “Purpose”).  

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## 2.  Definition of Confidential Information  

“Confidential Information” means any non‑public information disclosed by the Disclosing Party to the Receiving Party, whether oral, written, electronic, or in any other form, that:  

1. Is identified as confidential at the time of disclosure, or  
2. Reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.  

Confidential Information includes, but is not limited to, business plans, financial data, customer lists, product designs, software code, trade secrets, marketing strategies, and any other information the Disclosing Party treats as confidential.  

**Exclusions.** Confidential Information does **not** include information that:  

a. Is or becomes publicly available through no fault of the Receiving Party;  
b. Was already lawfully known to the Receiving Party prior to disclosure;  
c. Is independently developed by the Receiving Party without reference to the Confidential Information; or  
d. Is received from a third party who is not bound by a confidentiality obligation.  

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## 3.  Obligations of Receiving Party  

The Receiving Party shall:  

1. **Maintain Confidentiality** – Protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.  
2. **Use Limitation** – Use the Confidential Information solely for the Purpose.  
3. **Non‑Disclosure** – Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, contractors, or advisors who need to know for the Purpose and who are bound by confidentiality obligations no less restrictive than this Agreement.  
4. **Notification** – Promptly notify the Disclosing Party in writing of any unauthorized use or disclosure of the Confidential Information.  

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## 4.  Term  

This Agreement shall commence on the Effective Date and continue for **[Term, e.g., two (2) years]** unless terminated earlier by either Party with **[number]** days’ written notice.  

The confidentiality obligations with respect to Confidential Information shall survive termination of this Agreement for a period of **[survival period, e.g., three (3) years]** after the date of termination, or for as long as the information remains a trade secret under applicable law, whichever is longer.  

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## 5.  Return or Destruction of Materials  

Upon termination of this Agreement or upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and certify in writing that such destruction has been completed.  

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## 6.  No License  

Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, to any intellectual property or other proprietary rights of the Disclosing Party, except the limited right to use the Confidential Information for the Purpose.  

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## 7.  Remedies  

The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be insufficient. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other equitable remedy in addition to any other rights or remedies available at law or in equity.  

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## 8.  Governing Law  

This Agreement shall be governed by and construed in accordance with the laws of the State of **[State/Commonwealth/Province]**, without regard to its conflict‑of‑law principles.  

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## 9.  Miscellaneous  

| Clause | Description |
|--------|-------------|
| **Entire Agreement** | This Agreement constitutes the entire understanding between the Parties concerning its subject matter and supersedes all prior discussions, agreements, or understandings, whether written or oral. |
| **Amendments** | Any amendment or modification must be in writing and signed by both Parties. |
| **Severability** | If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. |
| **Waiver** | Failure to enforce any provision shall not be deemed a waiver of future enforcement of that or any other provision. |
| **Assignment** | Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor entity in a merger or acquisition. |
| **Counterparts** | This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. |

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## 10.  Signatures  

**Disclosing Party**  

Signature: _________________________________  
Name (print): **[Disclosing Party Representative Name]**  
Title: **[Title]**  
Date: **[Date]**  

**Receiving Party**  

Signature: _________________________________  
Name (print): **[Receiving Party Representative Name]**  
Title: **[Title]**  
Date: **[Date]**  

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## How to use this template  

1. **Fill in every bracketed field** (e.g., names, dates, purpose, term, governing state).  
2. Review the **Purpose** and **Term** sections to ensure they reflect the specific business relationship.  
3. Adjust the **survival period** and **governing law** to match your jurisdiction and risk tolerance.  
4. Have each Party sign the document (electronic signatures are acceptable if permitted by local law).  

### Disclaimer  

This template is provided for general informational purposes only and does not constitute legal advice. While it is drafted to be broadly applicable to small‑business contexts, you should tailor it to your specific circumstances and may need to comply with additional local, state, or industry‑specific requirements. **We strongly recommend that you have a qualified attorney review the final document before execution.**