Non Disclosure Agreement Email Template

Non-Disclosure Agreement (NDA) – Digital Issuance & Acknowledgment Form

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

Instructions for Use

• Completion: This form is initiated by the Disclosing Party (Company Representative). The Receiving Party is responsible for accurately completing all designated fillable fields, reviewing the terms, and executing the agreement.
• Filing & Retention: The Disclosing Party must retain a fully executed copy of this agreement for a minimum of seven (7) years post-agreement termination or last disclosure date, in accordance with corporate legal retention policies and applicable regulations.
• Attachments: No mandatory attachments are required for this template itself. However, any schedules or exhibits referenced within a specific transaction must be attached to the final executed agreement.

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Non-Disclosure Agreement

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

1. Disclosing Party:

• Company Name: [__________]
• Legal Entity Type: [__________]
• Address: [__________]
• City, State, Zip: [__________]
• Email: [__________]
• Phone: [__________]

AND

2. Receiving Party:

• Company Name (if applicable): [__________]
• Legal Entity Type (if applicable): [__________]
• Address: [__________]
• City, State, Zip: [__________]
• Email: [__________]
• Phone: [__________]
• Individual Name (if applicable): [__________]
• Title (if applicable): [__________]

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information; and WHEREAS, the Receiving Party desires to receive such information for a specific purpose; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

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3. Purpose of Disclosure (the "Purpose"):

The confidential information is being disclosed to the Receiving Party for the following specific purpose: [__________]

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4. Definition of Confidential Information:

"Confidential Information" means all information, whether written, oral, visual, electronic, or in any other form, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, before or after the Effective Date, related to the Purpose, including but not limited to:

• Business plans, strategies, marketing plans, financial information.
• Technical data, product designs, specifications, software, source code, algorithms.
• Customer lists, supplier information, employee data, operational procedures.
• Trade secrets, inventions, patents, copyrights, trademarks, ideas, concepts.
• Any other information designated as confidential or which, by its nature or the circumstances of disclosure, would reasonably be understood to be confidential.

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5. Exclusions from Confidential Information:

Confidential Information does not include information that: [ ] a. Is or becomes publicly available through no act or omission of the Receiving Party. [ ] b. Was already in the Receiving Party's possession without restriction prior to disclosure by the Disclosing Party, as evidenced by written records. [ ] c. Is independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by written records. [ ] d. Is rightfully obtained by the Receiving Party from a third party without restriction and without breach of this Agreement. [ ] e. Is required to be disclosed by law, court order, or governmental regulation, provided the Receiving Party gives prompt written notice to the Disclosing Party before such disclosure and cooperates in any effort to obtain a protective order.

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6. Obligations of Receiving Party:

The Receiving Party agrees to: [ ] a. Hold all Confidential Information in strict confidence. [ ] b. Not disclose, publish, or disseminate Confidential Information to any third party without the Disclosing Party's prior written consent. [ ] c. Not use Confidential Information for any purpose other than the Purpose. [ ] d. Protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care. [ ] e. Limit access to Confidential Information to only those employees, contractors, and agents who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.

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7. Term of Agreement and Confidentiality Period:

• Term of Disclosure: This Agreement commences on the Effective Date and continues until [____/____/2026] (the "Disclosure Term"), unless terminated earlier by either party with [__________] days written notice.
• Confidentiality Period: The obligations regarding Confidential Information shall survive the termination or expiration of this Agreement for a period of [__________] years from the date of last disclosure, or indefinitely for information constituting a trade secret under applicable law.

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8. Return or Destruction of Confidential Information:

Upon the Disclosing Party's written request, or upon termination/expiration of this Agreement, the Receiving Party shall promptly: [ ] a. Return all Confidential Information, including all copies, extracts, and reproductions thereof, to the Disclosing Party. [ ] b. Destroy all Confidential Information and provide written certification of destruction to the Disclosing Party. [ ] c. [ ] Option: Retain [__________] copies for archival/legal compliance purposes, subject to continued confidentiality obligations.

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9. Remedies:

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party, for which monetary damages alone would be an insufficient remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

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10. 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.

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11. Miscellaneous:

• Entire Agreement: This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, negotiations, and discussions.
• Amendments: Any amendment or modification to this Agreement must be in writing and signed by both parties.
• Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
• Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

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Execution and Acknowledgment

The parties, by their authorized representatives, have executed this Agreement as of the Effective Date.

DISCLOSING PARTY:

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

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RECEIVING PARTY:

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.