Draft Non Disclosure Agreement Template

Non-Disclosure Agreement

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

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Instructions for Use:

• Completion: This form is to be completed by the requesting business unit lead or project manager in consultation with the Legal Department. All fields must be accurately filled prior to execution.
• Filing & Retention: Once executed, the original copy must be filed in the company's central legal repository. A scanned copy should be retained electronically. This agreement, along with all associated confidential information records, must be retained for a minimum of seven (7) years past the agreement's termination date.
• Mandatory Attachments: Ensure that Exhibit A (if applicable, detailing specific confidential information or project scope) is prepared and attached to this agreement prior to signature.

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Parties:

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

Disclosing Party: Company Name: [__________] Address: [__________] [__________] (Hereinafter, "Discloser")

Receiving Party: Company Name/Individual Name: [__________] Address: [__________] [__________] (Hereinafter, "Recipient")

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1. Purpose:

The parties are considering a potential business relationship, project, or discussion concerning [__________] (the "Purpose"). In connection with the Purpose, Discloser may disclose certain confidential and proprietary information to Recipient.

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2. Definition of Confidential Information:

"Confidential Information" means any and all information disclosed by Discloser to Recipient, directly or indirectly, in writing, orally, visually, electronically, or by any other means, whether tangible or intangible, relating to the Discloser's business, operations, technology, products, services, processes, data, software, trade secrets, financial information, marketing plans, customer lists, employee information, or any other proprietary information, whether or not marked as "confidential" or "proprietary."

Confidential Information includes, but is not limited to:

• (a) Technical and business information, including inventions, know-how, designs, specifications, drawings, data, prototypes, processes, formulae, algorithms, source code, object code, software programs, research, development, and product plans.
• (b) Financial information, including costs, profits, revenues, pricing strategies, and projections.
• (c) Marketing information, including sales forecasts, marketing strategies, customer names, and other customer information.
• (d) Employee information, including compensation data and personnel policies.
• (e) Information related to the Purpose as described in Section 1.

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3. Obligations of Receiving Party:

Recipient agrees to:

• (a) Hold all Confidential Information in strict confidence and not disclose it to any third party without Discloser’s prior written consent.
• (b) Use the Confidential Information solely for the Purpose and for no other purpose whatsoever.
• (c) Protect the Confidential Information with at least the same degree of care as Recipient uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care.
• (d) Limit access to Confidential Information to only those of its employees, contractors, or agents who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein.
• (e) Not copy, reproduce, or reverse engineer any Confidential Information, or create any derivatives thereof, except as reasonably necessary for the Purpose. Any such copies or reproductions shall remain the property of Discloser and be subject to the terms of this Agreement.
• (f) Notify Discloser immediately upon discovery of any unauthorized use or disclosure of Confidential Information.

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4. Exclusions from Confidential Information:

The obligations of Section 3 shall not apply to any information that Recipient can demonstrate:

• (a) Is or becomes publicly known through no fault of Recipient.
• (b) Was rightfully in Recipient’s possession prior to disclosure by Discloser, as evidenced by written records.
• (c) Is independently developed by Recipient without use of or reference to the Confidential Information, as evidenced by written records.
• (d) Is rightfully received by Recipient from a third party without restriction on disclosure and without breach of this Agreement.
• (e) Is disclosed pursuant to a lawful requirement or order of a court, government agency, or regulatory body, provided that Recipient gives Discloser prompt prior written notice of such requirement or order to allow Discloser to seek a protective order or other appropriate remedy.

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5. Term:

This Agreement shall commence on the Effective Date and continue for a period of [__________] [ ] Months [ ] Years ([__________]) unless terminated earlier by either party upon [__________] days' written notice. The obligations of confidentiality and non-use contained in Section 3 shall survive the termination of this Agreement for a period of [__________] [ ] Months [ ] Years ([__________]) from the date of disclosure of the respective Confidential Information.

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6. Return or Destruction of Confidential Information:

Upon written request by Discloser, or upon termination of this Agreement, Recipient shall promptly return to Discloser or destroy all Confidential Information (including all copies, summaries, and extracts thereof) received from Discloser. Recipient shall certify in writing to Discloser within [__________] days of such request or termination that all Confidential Information has been returned or destroyed. Notwithstanding the foregoing, Recipient may retain one (1) copy of the Confidential Information for archival purposes, subject to the continuing confidentiality obligations hereunder.

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7. No License or Warranty:

Nothing in this Agreement is intended to grant any rights, title, or interest in or to the Confidential Information to Recipient, nor any license or implied license to any patents, copyrights, trademarks, or trade secrets of Discloser. All Confidential Information remains the sole property of Discloser. Discloser makes no representations or warranties regarding the accuracy or completeness of the Confidential Information.

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8. 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.

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9. Governing Law:

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 parties agree that the exclusive jurisdiction and venue for any action arising out of or relating to this Agreement shall be in the state or federal courts located in [__________] County, [__________].

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10. Miscellaneous:

• Severability: If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, discussions, and understandings, whether written or oral.
• Waiver: No waiver of any term or condition of this Agreement shall be effective unless in writing and signed by both parties.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Amendments: Any amendment or modification to this Agreement must be in writing and signed by duly authorized representatives of both parties.
• Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above.

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Execution & Signature Block:

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

FOR DISCLOSING PARTY: Authorized Signature: _________________________ Printed Name: [__________] Title: [__________] Date: [____/____/2026]

FOR RECEIVING PARTY: 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.