# Non-Disclosure Agreement Template

> Protect your business secrets with our professional NDA template. A simple, balanced confidentiality agreement for freelancers and small businesses.

URL: https://gofirmhub.com/en/contracts/nda-template/
Last updated: 2026-10-08


Secure your intellectual property and trade secrets before sharing sensitive data. This template ensures your business information remains private during collaborations.

## Preview

## How to use this template

1. Fill in the party details and the purpose of the disclosure.
2. Review the confidentiality duration and governing law.
3. Download the document as a PDF or copy the text.
4. Sign the agreement with your partner to make it binding.

## When to use this template

Use a non-disclosure agreement before you share anything you would not want repeated: a product idea with a possible investor, client lists with a new sales partner, source code with a freelance developer, or financial figures with a potential buyer of your business.

Choose a one-way NDA when only you share confidential information, for example when you brief a contractor. Choose a mutual NDA when both sides share, for example when two companies explore a partnership or a joint offer.

An NDA works best when it is signed before the information is shared. Signing afterwards can still help, but it is harder to prove what was confidential at the time.

## Check before you sign

- The purpose is specific. "Evaluating a possible partnership for X" protects you better than "business discussions".
- The confidentiality period fits the information. Two to five years is common for business information; trade secrets stay protected for as long as they remain secret.
- The right people sign: someone who is authorized to bind each company.
- You know what you will mark or describe as confidential, and you keep a record of what you shared and when.
- The governing law is a place where you could realistically enforce the agreement.

## Full text of the non-disclosure agreement template

This is the complete template. Words in [brackets] are filled in automatically when you use the form above; where the template has options, the form shows only the one you choose.

### NON-DISCLOSURE AGREEMENT

### 1. Parties and Purpose

If you choose: One-way (only the Disclosing Party shares)

This Agreement is entered into on [Effective date] between [Disclosing Party name], located at [Disclosing Party address] ("Disclosing Party"), and [Receiving Party name], located at [Receiving Party address] ("Receiving Party").

If you choose: Mutual (both parties share information)

This Agreement is entered into on [Effective date] between [Disclosing Party name], located at [Disclosing Party address], and [Receiving Party name], located at [Receiving Party address]. Both parties may share sensitive information and are therefore referred to as both "Disclosing Party" and "Receiving Party" depending on the context of the disclosure.

### 2. Purpose of Disclosure

The parties agree to share confidential information solely for the following purpose: [Purpose of sharing information].

### 3. Definition of Confidential Information

Confidential Information includes all non-public business, technical, financial, or strategic information disclosed by the Disclosing Party, whether shared orally, in writing, or electronically. This includes, but is not limited to, trade secrets, client lists, software code, and business plans.

### 4. Exclusions from Confidentiality

Confidential Information does not include information that:

(a) is or becomes public knowledge through no fault of the Receiving Party;

(b) was already known to the Receiving Party before receiving it from the Disclosing Party;

(c) is independently developed by the Receiving Party without using the Disclosing Party's information;

(d) is received from a third party who had the legal right to disclose it without restriction.

### 5. Obligations of the Receiving Party

The Receiving Party agrees to use the Confidential Information only for the Purpose stated in this Agreement. The Receiving Party shall use at least a reasonable degree of care to prevent unauthorized disclosure.

Access to Confidential Information shall be limited to employees or contractors who need to know the information for the Purpose and who are bound by similar confidentiality obligations.

### 6. Legally Required Disclosure

If the Receiving Party is legally compelled by a court or government agency to disclose any Confidential Information, they must provide the Disclosing Party with prompt written notice (if legally permitted) so that the Disclosing Party may seek a protective order.

Nothing in this Agreement prevents either party from reporting a possible violation of law to a government agency or from making disclosures that are protected by law.

### 7. Term of Agreement

The obligations of confidentiality under this Agreement remain in effect for [Confidentiality period] years from the effective date of this Agreement. For information that qualifies as a trade secret, the obligations continue for as long as the information remains a trade secret.

### 8. Return or Destruction of Materials

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

### 9. No License or Obligation

Nothing in this Agreement grants the Receiving Party any license or ownership rights to the Disclosing Party's intellectual property. Furthermore, this Agreement does not obligate either party to enter into any future business relationship or contract.

### 10. No Warranty

All Confidential Information is provided "as is." The Disclosing Party makes no warranties, express or implied, regarding the accuracy or completeness of the information provided.

### 11. Remedies

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Therefore, the Disclosing Party is entitled to seek equitable relief, including injunctions, to prevent further unauthorized disclosure.

### 12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Governing law].

### 13. General Provisions

This document constitutes the entire agreement between the parties and supersedes all prior discussions. Any changes to this Agreement must be made in writing and signed by both parties.

If any part of this Agreement is found to be unenforceable, the remaining sections will continue to be valid and effective.

This Agreement may be signed in counterparts and with electronic signatures, which together form one agreement.

### Signatures

Disclosing Party Signature: ____________________ Name and title: ____________________ Date: ____________________

Receiving Party Signature: ____________________ Name and title: ____________________ Date: ____________________

## Frequently asked questions

### What is this contract for?
This Non-Disclosure Agreement (NDA) is used to protect sensitive information shared between two parties. It prevents the receiving party from leaking trade secrets or private business data to competitors.

### What should this agreement include?
A strong NDA should clearly define what counts as confidential, the purpose of the disclosure, how long the secrecy lasts, and the legal consequences of a breach.

### Is this template legally binding?
This is a general template and does not constitute legal advice. While it can become binding once signed, you should have a qualified lawyer review it to ensure it fits your specific jurisdiction and needs.

### What is the difference between mutual and one-way NDAs?
A one-way NDA protects information shared by only one party. A mutual NDA protects both parties, which is ideal when both sides are sharing proprietary data.

### Can I edit the text of the contract?
Yes. Once you download or copy the text, you can modify any clause to better suit your specific business arrangement.

### Is my data stored on your servers?
No. Your data stays in your browser and is not stored on our servers, ensuring your privacy and the security of your contract details.

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