Non Disclosure Agreement Sample Paper

NON-DISCLOSURE AGREEMENT (NDA)

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

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Instructions for Use:

• This form is to be completed jointly by the Disclosing Party (the entity providing confidential information) and the Receiving Party (the entity receiving the confidential information). All [__________] fields must be filled out prior to execution.
• Upon execution, the original signed agreement must be filed in the company's designated legal contract management system or secure hard copy archive. A digital copy should be retained in the relevant project or departmental drive. Retain for a minimum of 7 years post-termination.
• Mandatory Attachments: Any referenced exhibits, schedules, or appendices must be physically or digitally attached to this agreement upon execution. Examples include specific project scopes or lists of key personnel involved.

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This NON-DISCLOSURE AGREEMENT (this "Agreement") is made and entered into as of the Effective Date by and between:

1. DISCLOSING PARTY:

• Company Name: [__________]
• Legal Entity Type: [__________]
• Address: [__________] [__________] [__________]
• Represented by: [__________]
• Title: [__________] (hereinafter, "Disclosing Party")

AND

2. RECEIVING PARTY:

• Company Name: [__________]
• Legal Entity Type: [__________]
• Address: [__________] [__________] [__________]
• Represented by: [__________]
• Title: [__________] (hereinafter, "Receiving Party")

WHEREAS, the Disclosing Party possesses certain confidential and proprietary information;

WHEREAS, the Receiving Party desires to receive such confidential information for the Purpose defined below;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

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ARTICLE I: PURPOSE

The purpose for which the Disclosing Party is disclosing Confidential Information to the Receiving Party is for: [ ] Evaluation of a potential business relationship concerning [__________] [ ] Development of a product/service for [__________] [ ] Collaboration on Project: [__________] [ ] Other (describe): [__________] (hereinafter, the "Purpose").

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ARTICLE II: DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all non-public information, in any form or medium, disclosed by Disclosing Party to Receiving Party, whether orally, visually, in writing, electronically, or otherwise, for or in connection with the Purpose, including but not limited to:

1. Business Information: Plans, strategies, marketing data, financial data, pricing, customer lists, vendor lists, personnel information, intellectual property strategies, and operational methods.
2. Technical Information: Trade secrets, inventions, product specifications, designs, software (source and object code), algorithms, formulas, prototypes, research, development, and engineering processes.
3. Proprietary Information: Any other information that, if disclosed, would reasonably be considered detrimental to the Disclosing Party's business interests.
4. Designation: Information explicitly marked as "Confidential," "Proprietary," or with a similar legend. Information disclosed orally or visually shall be considered Confidential Information if identified as such at the time of disclosure and summarized in writing by the Disclosing Party within [__] days thereafter.

EXCLUSIONS: Confidential Information does not include information that:

• (a) Is or becomes publicly available through no fault or breach of this Agreement by the Receiving Party.
• (b) Is known to the Receiving Party at the time of disclosure without an obligation of confidentiality, as evidenced by written records.
• (c) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's 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 or any other confidentiality obligation.
• (e) Is approved for release by written authorization of the Disclosing Party.

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ARTICLE III: OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to:

1. Non-Disclosure: Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
2. Non-Use: Use the Confidential Information solely for the Purpose and not for any other purpose, benefit, or to the detriment of the Disclosing Party.
3. Limited Access: Limit access to Confidential Information to only those of its employees, officers, directors, agents, advisors, or contractors ("Representatives") who have a legitimate "need to know" for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein.
4. Standard of Care: Protect the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.
5. Required Disclosures: If legally compelled to disclose Confidential Information by a court or governmental agency, the Receiving Party shall:
   • (a) Provide prompt written notice to the Disclosing Party prior to such disclosure (unless prohibited by law).
   • (b) Cooperate with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.
   • (c) Disclose only that portion of the Confidential Information legally required.

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ARTICLE IV: TERM AND TERMINATION

1. Agreement Term: This Agreement shall commence on the Effective Date and shall continue in full force and effect until [____/____/20____] or until terminated earlier by either party upon [__] days' written notice to the other party.
2. Confidentiality Obligations: The obligations of confidentiality hereunder shall survive any termination or expiration of this Agreement for a period of [__] years from the date of disclosure of the Confidential Information.
3. Return or Destruction: Upon the Disclosing Party's written request, or upon termination/expiration of this Agreement, the Receiving Party shall promptly:
   • (a) Return all originals and copies of Confidential Information to the Disclosing Party.
   • (b) Destroy all originals and copies of Confidential Information, including all notes, memoranda, and other documents prepared by the Receiving Party that incorporate such Confidential Information.
   • (c) Provide written certification of destruction upon request within [__] days.
   • (d) Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information for archival purposes required by law or internal compliance policies, provided such retained copies remain subject to the confidentiality obligations of this Agreement.

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ARTICLE V: REMEDIES

The Receiving Party acknowledges that monetary damages alone may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party 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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ARTICLE VI: GENERAL PROVISIONS

1. No License: Nothing in this Agreement grants or implies any license or transfer of intellectual property rights by the Disclosing Party to the Receiving Party concerning the Confidential Information.
2. 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.
3. Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and understandings, whether written or oral.
4. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
5. Waiver: No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. A waiver of any breach shall not be deemed a waiver of any subsequent breach.
6. Notices: All notices required or permitted under this Agreement shall be in writing and sent to the addresses listed above, or such other address as a party may designate in writing.
7. Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.
8. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

DISCLOSING PARTY:

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

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.