ClauseryNon-disclosure agreement (NDA)
A contract keeping shared business information confidential between parties — for partnership talks, hiring, investor pitches or contractors.
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An NDA defines confidential information, allowed uses, duration and remedies for leaks. It can be one-way (one side discloses) or mutual (both sides share).
Use mutual for partnership/M&A/vendor talks; one-way for contractors or employees.
What to include#
- Parties and purpose. Names of parties and business reason for sharing.
- Confidential info. Categories: customer lists, pricing, code, financials, plans, marked docs.
- Exclusions. Public info, prior knowledge, independently developed, third-party disclosures.
- Obligations and term. Keep secret, use only for stated purpose, limit access; 2–5 year term.
- Remedies. Injunctive relief, attorney fees, governing law.
How to fill it in#
Step 1: Mutual or one-way
Both sharing = mutual; one side = one-way.
Step 2: Define confidential info
Be specific about categories.
Step 3: Set term
2–3 years typical; perpetual for trade secrets.
Step 4: Standard exclusions
Public info, prior knowledge, compelled legal disclosures.
Step 5: Sign before sharing
Signatures before sensitive info changes hands.
Related templates and guides
Questions
Legally binding?
Yes when signed with clear terms. Over-broad may be struck down.
How long?
2–5 years typical; trade secrets perpetual while secret.
Talk to lawyer/spouse?
Most NDAs carve out professional advisors.
Court-compelled?
Standard NDAs allow with notice for protective order.
Over-broad?
Courts will not enforce unreasonable restraints.
These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.