NDA templates by jurisdiction

About this template

A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract that obligates one or more parties to keep specified information confidential. NDAs come in two structural shapes: unilateral (one party discloses, the other promises confidentiality) and mutual (both parties exchange confidential information). The right structure depends on the relationship: hiring an employee or contractor is typically unilateral; evaluating a partnership or investment is typically mutual.

When you need it

• Before discussing the corporation's product, technology, or strategy with potential employees or contractors
• Before sharing financial information or cap tables with potential investors during fundraising diligence
• Before evaluating a partnership, joint venture, or licensing arrangement
• Before disclosing pre-product information to early customers or advisors
• Before vendor due diligence where the vendor will see proprietary information

What it should cover

• Definition of "Confidential Information" (typically broad, with standard carve-outs)
• Standard carve-outs: publicly known, independently developed, lawfully obtained from third party, required by law
• Permitted uses (typically: evaluation of the relationship; not for any other purpose)
• Restrictions on disclosure (typically: only to those with a need to know who are bound by similar obligations)
• Term (often 2-5 years from disclosure, with some provisions surviving indefinitely)
• Return or destruction of materials at termination
• Remedies for breach (typically including injunctive relief)
• Governing law and dispute resolution