Non Disclosure Agreement Letter Sample

Non-Disclosure Agreement (NDA)

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

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Instructions for Use

• Completion: This form is to be completed by the Disclosing Party and the Receiving Party prior to the exchange of any Confidential Information. Ensure all [__________] fields are accurately filled.
• Filing & Retention: The fully executed original document must be scanned and uploaded to the corporate Contract Management System and retained for a minimum of seven (7) years from the Effective Date or termination, whichever is later. A physical copy should be filed in the relevant project or counterparty folder.
• Mandatory Attachments: Any specific lists of initial Confidential Information or project scope documents should be referenced and attached as Appendix A. If no specific attachments, state "None."

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Non-Disclosure Agreement

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

1. Disclosing Party:

• Company Name: [__________]
• Address: [__________]
• City, State, Zip: [__________]
• Attention: [__________]

AND

2. Receiving Party:

• Company Name: [__________]
• Address: [__________]
• City, State, Zip: [__________]
• Attention: [__________]

(Each a "Party" and collectively the "Parties")

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

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1. Purpose of Disclosure

The Disclosing Party will disclose certain Confidential Information to the Receiving Party solely for the purpose of evaluating and pursuing a potential business opportunity concerning [__________], specifically related to [__________]. (the "Purpose").

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2. Definition of Confidential Information

"Confidential Information" means any and all technical and non-technical information disclosed by the Disclosing Party to the Receiving Party, in any form or medium (oral, written, electronic, or otherwise), relating to the Disclosing Party’s current or future business, products, services, research, development, intellectual property, finances, operations, strategies, customers, suppliers, and personnel. Confidential Information includes, but is not limited to:

• a. Trade secrets, formulas, designs, specifications, prototypes, samples, and software.
• b. Business plans, marketing strategies, financial data, pricing information, and customer lists.
• c. Technical data, schematics, inventions, discoveries, and research results.
• d. Information concerning employees, contractors, and other third parties.
• e. Any information marked as "Confidential," "Proprietary," or "Secret," or that, by its nature, would reasonably be understood to be confidential.

Exclusions: Confidential Information shall not include information that:

• a. Is or becomes publicly available through no fault of the Receiving Party.
• b. Was rightfully in the Receiving Party’s possession prior to its disclosure by the Disclosing Party.
• c. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
• d. Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
• e. Is disclosed with the Disclosing Party’s prior written approval.

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3. Obligations of Receiving Party

The Receiving Party agrees to:

• a. Use the Confidential Information solely for the Purpose described in Section 1.
• b. Maintain the Confidential Information in strict confidence and take all reasonable measures to prevent its unauthorized disclosure, at least to the same extent it protects its own confidential information, but in no event less than a reasonable standard of care.
• c. Not disclose, disseminate, publish, or otherwise make available the Confidential Information to any third party without the Disclosing Party’s prior written consent.
• d. Limit access to Confidential Information only to those employees, consultants, and agents who have a need to know such information for the Purpose and who are bound by confidentiality obligations no less protective than those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its representatives.
• e. Not reverse engineer, decompile, or disassemble any Confidential Information provided in tangible form.

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4. Term and Duration of Confidentiality

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [__________] years ([__________] months) unless terminated earlier by either Party upon [__________] days written notice to the other Party. Notwithstanding any termination of this Agreement, the obligations of confidentiality and non-use regarding the Confidential Information shall survive for a period of [__________] years from the date of initial disclosure of such Confidential Information.

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5. Return or Destruction of Confidential Information

Upon the Disclosing Party’s written request or upon termination of this Agreement, the Receiving Party shall:

• a. Promptly return all Confidential Information (and all copies thereof) to the Disclosing Party.
• b. Destroy all electronic or other non-returnable copies of Confidential Information and certify such destruction in writing to the Disclosing Party within [__________] days.
• c. Notwithstanding the above, the Receiving Party may retain one archival copy of the Confidential Information for legal and compliance purposes, subject to the ongoing confidentiality obligations hereunder.

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6. No License

Nothing in this Agreement is intended to grant any license or rights under any patents, copyrights, trademarks, or other intellectual property rights of the Disclosing Party to the Receiving Party. All Confidential Information shall remain the sole property of the Disclosing Party.

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7. 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 legal remedies available, to prevent any actual or threatened breach of this Agreement.

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8. 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 to submit to the exclusive jurisdiction of the state and federal courts located in [__________] for any dispute arising under this Agreement.

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9. Entire Agreement

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

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10. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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11. Waiver

No waiver by either Party of any breach of this Agreement shall constitute a waiver of any other breach or of any further breach of the same or any other provision.

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12. Notices

All notices and communications hereunder shall be in writing and deemed to have been duly given when delivered by hand, sent by recognized overnight courier, or sent by registered or certified mail, return receipt requested, to the addresses specified above.

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Execution

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

FOR THE DISCLOSING PARTY:

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

FOR THE 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.