Business Plan Non Disclosure Agreement Template

BUSINESS PLAN NON-DISCLOSURE AGREEMENT

Document ID: TR-NDA-BP-001 Effective Date: [____/____/2026]

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Instructions for Use:

• This form is to be completed by both the Disclosing Party (the entity presenting the business plan) and the Receiving Party (the entity evaluating the business plan). Ensure all [__________] fields are accurately filled.
• Retain a signed original copy of this agreement for a minimum of seven (7) years following the termination or expiration of the confidentiality obligations. Store securely.
• Mandatory attachments: [ ] None [ ] Exhibit A: Business Plan Overview [ ] Other: [__________]

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PARTIES

This Non-Disclosure Agreement (the "Agreement") is made and entered into as of the Effective Date by and between:

Disclosing Party: Company Name: [__________] Address: [__________] [__________] City, State, Zip: [__________] [__________] [__________] Contact Person: [__________] Email: [__________] (Hereinafter "Discloser")

AND

Receiving Party: Company/Individual Name: [__________] Address: [__________] [__________] City, State, Zip: [__________] [__________] [__________] Contact Person: [__________] Email: [__________] (Hereinafter "Recipient")

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RECITALS

WHEREAS, Discloser possesses certain confidential and proprietary information, including but not limited to a detailed business plan, which it desires to disclose to Recipient; and WHEREAS, Recipient desires to receive such information solely for the Purpose defined herein and agrees to hold such information in confidence.

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AGREEMENT

In consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. PURPOSE

The purpose for which Discloser will disclose confidential information to Recipient is for Recipient to [ ] Evaluate a potential investment opportunity [ ] Evaluate a potential partnership or collaboration [ ] Evaluate a potential acquisition [ ] Other: [__________] (the "Purpose").

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all non-public information, whether written, oral, visual, electronic, or in any other form, that is disclosed by Discloser to Recipient, directly or indirectly, including but not limited to: a. Business Plans: Detailed strategies, market analyses, financial projections, revenue models, operational plans, expansion strategies, and related documentation. b. Financial Information: Funding strategies, budgets, forecasts, pricing information, cost data, profit margins, investor lists, and financial statements. c. Marketing & Sales: Marketing strategies, promotional materials, sales data, customer lists, market research, and advertising campaigns. d. Technology & Intellectual Property: Proprietary software, hardware, inventions, ideas, concepts, prototypes, designs, patents, trademarks, copyrights, trade secrets, and research and development data. e. Operational Information: Manufacturing processes, supply chain details, internal procedures, employee data, and business methods. f. Third-Party Information: Information received by Discloser from others that Discloser is obligated to treat as confidential.

Confidential Information may be identified as such through marking (e.g., "Confidential," "Proprietary"), oral statement, or by its nature and the circumstances of its disclosure. The absence of such a mark shall not preclude information from being Confidential Information if a reasonable person would understand it to be confidential.

3. NON-DISCLOSURE OBLIGATIONS

Recipient agrees to: a. Hold all Confidential Information in strict confidence and not disclose it to any third party. b. Not use the Confidential Information for any purpose other than the Purpose stated in Section 1. c. Limit access to Confidential Information to only those of its directors, officers, employees, and professional advisors (collectively, "Representatives") who have a legitimate "need to know" such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those set forth herein. d. Protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential and proprietary information, but in no event less than a reasonable standard of care.

4. PERMITTED DISCLOSURES

Recipient may disclose Confidential Information if and to the extent required by a court of competent jurisdiction, governmental agency, or applicable law, provided that Recipient: a. Provides Discloser with prompt written notice of such requirement prior to disclosure, to allow Discloser to seek a protective order or other appropriate remedy. b. Cooperates with Discloser's efforts to obtain such a protective order or remedy. c. Discloses only that portion of the Confidential Information that is legally required.

5. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The obligations of confidentiality under this Agreement shall not apply to information that Recipient can demonstrate: a. Was already publicly known or available at the time of disclosure, or becomes publicly known or available through no fault of Recipient. b. Was rightfully in Recipient's possession prior to its disclosure by Discloser, without restriction on use or disclosure. c. Is independently developed by Recipient without use of or reference to the Confidential Information. d. Is rightfully received by Recipient from a third party without restriction on use or disclosure, and without a breach of any confidentiality obligation owed to Discloser.

6. TERM

This Agreement shall be effective as of the Effective Date and shall continue in full force and effect for [__________] years from the Effective Date, or until the Confidential Information no longer qualifies as such under Section 5, whichever occurs later. Notwithstanding the foregoing, the obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement for a period of [__________] years.

7. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon Discloser's request or upon termination of the Purpose, Recipient shall promptly: a. Return to Discloser all Confidential Information, including all copies, reproductions, summaries, and analyses thereof, in any form or medium. b. Destroy all Confidential Information (and all copies, reproductions, summaries, and analyses thereof) that cannot be returned or that Discloser requests to be destroyed. c. Provide Discloser with a written certification of compliance with these return and destruction obligations, signed by an authorized officer of Recipient, within [__________] business days of such request.

8. NO LICENSE OR WARRANTY

Nothing in this Agreement is intended to grant any rights to Recipient under any patent, copyright, trademark, trade secret, or other intellectual property right of Discloser, nor shall this Agreement grant Recipient any license or transfer any ownership interest in the Confidential Information. All Confidential Information is provided "AS IS," and Discloser makes no warranties, express or implied, regarding its accuracy, completeness, or suitability for any particular purpose.

9. REMEDIES

Recipient acknowledges that monetary damages alone may not be a sufficient remedy for any breach of this Agreement, and that Discloser shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity, without the necessity of posting a bond or other security.

10. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of [__________], without regard to its conflict of laws principles. The exclusive jurisdiction for any dispute arising out of or relating to this Agreement shall be in the state or federal courts located in [__________] County, [__________].

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

12. NOTICES

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by registered or certified mail (return receipt requested), or by reputable overnight courier service, to the respective addresses set forth above.

13. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely achieves the intent and economic effect of the original provision.

14. WAIVER

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provision hereof. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

15. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

16. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

17. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

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EXECUTION & SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY: [__________] (Company Name)

By: ______________________________ Authorized Signature

Printed Name: [__________] Title: [__________] Date: [____/____/2026]

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RECEIVING PARTY: [__________] (Company/Individual Name)

By: ______________________________ Authorized Signature

Printed Name: [__________] Title: [__________] Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.