Free non-disclosure agreement template for Canada (Federal / CBCA) corporations
A working starter for Canada (Federal / CBCA) NDAs covering unilateral, mutual, and employee/contractor variants. Definitions, term, exclusions, return-of-materials, and remedies, all in a single fillable document anchored to CBCA contract law.
| Statute family | CBCA |
|---|---|
| Format | Editable Word and print-ready PDF |
| Use case | Drafting starter / counsel review baseline |
- Definitions of Confidential Information, Disclosing Party, Receiving Party
- Term: typical 2 to 5 year confidentiality period, plus indefinite for trade secrets
- Standard exclusions: publicly known, independently developed, lawfully received from third party
- Permitted disclosures and return-of-materials obligations
- Remedies including injunctive relief and reasonable attorneys' fees
- Editable Word and print-ready PDF format
What the NDA covers
The Canada (Federal / CBCA) NDA template covers the standard sections every confidentiality agreement needs:
- Parties: Disclosing Party (provides the confidential information), Receiving Party (receives and must protect it). In mutual NDAs, both parties act as each.
- Definition of Confidential Information: broadly drafted to cover business, technical, financial, customer, and product information, in any form (oral, written, electronic).
- Permitted use: the Receiving Party may use the information only for the purpose stated in the agreement, typically evaluating a possible transaction or relationship.
- Term and survival: the obligation of confidentiality typically runs 2 to 5 years from disclosure, with trade-secret protection surviving indefinitely.
- Standard exclusions: information already public, lawfully received from a third party, independently developed, or required to be disclosed by law.
- Return or destruction: obligation to return or certify destruction of confidential materials at the end of the discussion or on request.
- Remedies: recognition that monetary damages alone are inadequate, and that the Disclosing Party is entitled to injunctive relief.
CBCA considerations
For Canada (Federal / CBCA) corporations under Canada Business Corporations Act, R.S.C. 1985, c. C-44, the NDA itself is a contract governed by the contract law of the jurisdiction chosen in the governing-law clause. The template defaults to Canada (Federal / CBCA) law and exclusive jurisdiction of Canada (Federal / CBCA) courts. Note that some jurisdictions (notably California under Business and Professions Code section 16600) restrict the use of non-compete language inside NDAs, so any non-compete carve-out should be reviewed against the governing law.
Three flavors in one template
The template covers three common patterns. Unilateral: one party discloses, the other receives, used in pitches, vendor evaluations, and customer prospecting. Mutual: both parties exchange information, used in M&A discussions, partnerships, and joint ventures. Employee/contractor: includes work-product assignment, conflict-of-interest, and post-employment confidentiality carve-outs. Use the variant that fits the situation, or adapt the unilateral as a starter.
We’ll send the editable Word version, a print-ready PDF, and the CBCA statute references so you can adapt the template for your situation.
Octelligence drafts non-disclosure agreements from the corporate record, with statute references prefilled, signature collection built in, and automatic filing to the minute book once signed.
See Digital Corporate RecordsOctelligence generates jurisdiction-aware documents from the corporate record, not a Word file.