Canada · Newfoundland and Labrador

Free non-disclosure agreement template for Newfoundland and Labrador corporations

A working starter for Newfoundland and Labrador NDAs covering unilateral, mutual, and employee/contractor variants. Definitions, term, exclusions, return-of-materials, and remedies, all in a single fillable document anchored to NLCA contract law.

Governing statute
Corporations Act, RSNL 1990, c. C-36 (NLCA)
Statute familyNLCA
FormatEditable Word and print-ready PDF
Use caseDrafting starter / counsel review baseline
At a glance
  • 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 Newfoundland and Labrador 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.

NLCA considerations

For Newfoundland and Labrador corporations under Corporations Act, RSNL 1990, c. C-36 (NLCA), the NDA itself is a contract governed by the contract law of the jurisdiction chosen in the governing-law clause. The template defaults to Newfoundland and Labrador law and exclusive jurisdiction of Newfoundland and Labrador 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.

Free download
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We’ll send the editable Word version, a print-ready PDF, and the NLCA statute references so you can adapt the template for your situation.

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