Non Disclosure Agreement Sample PDF

NON-DISCLOSURE AGREEMENT

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

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Instructions for Use

• Completion: The "Disclosing Party" (owner of confidential information) and the "Receiving Party" (recipient of confidential information) must complete all fillable fields ([__________]) and initial any optional checkboxes ([ ] Option).
• Filing & Retention: A fully executed original of this Agreement must be retained in the company's central contract repository for a minimum of seven (7) years from the Effective Date. Provide a copy to each signatory party.
• Mandatory Attachments: If specific confidential information is to be identified upfront, please complete and attach "Schedule A: Description of Confidential Information."

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1. PARTIES

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

Disclosing Party:

Name of Entity: [__________] Entity Type (e.g., Corporation, LLC): [__________] Address: [__________] [__________] Contact Person: [__________] Email: [__________] (Hereinafter, the "Disclosing Party")

AND

Receiving Party:

Name of Entity: [__________] Entity Type (e.g., Corporation, LLC): [__________] Address: [__________] [__________] Contact Person: [__________] Email: [__________] (Hereinafter, the "Receiving Party")

The Disclosing Party and the Receiving Party are hereinafter collectively referred to as the "Parties" and individually as a "Party."

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2. PURPOSE OF DISCLOSURE

The Parties intend to engage in discussions concerning:

• Description of Project/Purpose: [__________]
• Additional Details (if any): [__________]

(Hereinafter, the "Purpose"). In connection with the Purpose, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party.

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3. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all information, whether oral, written, electronic, visual, or in any other form, that is disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose. Confidential Information includes, but is not limited to:

• Business plans, strategies, marketing plans, financial information.
• Technical data, product designs, specifications, software, source code, research and development.
• Customer lists, supplier lists, pricing, sales information.
• Proprietary processes, formulas, algorithms, trade secrets.
• Any information marked or designated as "Confidential," "Proprietary," or similar designation.
• Information that, by its nature, would reasonably be understood to be confidential.

Where Confidential Information is disclosed orally or visually, it shall be identified as confidential at the time of disclosure and, if requested by the Receiving Party, summarized in writing within [__________] days following disclosure.

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4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

• [ ] Option A Is or becomes publicly available through no fault of the Receiving Party.
• [ ] Option B Was lawfully known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any confidentiality obligation.
• [ ] Option C Is independently developed by the Receiving Party without reference to or use of the Confidential Information.
• [ ] Option D Is lawfully obtained by the Receiving Party from a third party who has no obligation of confidentiality to the Disclosing Party.
• [ ] Option E Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party of such requirement to enable the Disclosing Party to seek a protective order or other appropriate remedy.

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5. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to:

1. Non-Use: Use the Confidential Information solely for the Purpose and for no other purpose whatsoever.
2. Non-Disclosure: Maintain the Confidential Information in strict confidence and not disclose it to any third party, except as expressly permitted herein.
3. Standard of Care: Protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but no less than a reasonable degree of care.
4. Limited Access: Limit access to Confidential Information to its employees, contractors, and 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. The Receiving Party shall be responsible for any breach of this Agreement by its employees, contractors, or agents.

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6. PERMITTED DISCLOSURES

Notwithstanding Section 5, the Receiving Party may disclose Confidential Information to the extent required by law or a court order, provided that:

1. The Receiving Party provides prompt written notice to the Disclosing Party of such requirement (unless legally prohibited from doing so).
2. The Receiving Party cooperates with the Disclosing Party, at the Disclosing Party's expense, in any efforts to obtain a protective order or other appropriate remedy.
3. The Receiving Party discloses only that portion of the Confidential Information legally required.

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7. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

Upon the Disclosing Party's written request, or upon the termination of discussions related to the Purpose, the Receiving Party shall promptly:

1. Return to the Disclosing Party all tangible forms of Confidential Information, including all copies, reproductions, and summaries thereof.
2. Destroy all intangible forms of Confidential Information, including all electronic copies, and certify such destruction in writing to the Disclosing Party.
3. [ ] Option A The Receiving Party may retain one archival copy for legal and regulatory compliance purposes, subject to continued confidentiality obligations.

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8. TERM

The obligations of confidentiality under this Agreement shall commence on the Effective Date and shall continue for a period of [__________] years from the date of disclosure of the Confidential Information, or [__________] years from the Effective Date of this Agreement, whichever is longer.

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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 inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief (without the necessity of posting a bond or proving actual damages) in addition to any other remedies available at law or in equity.

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10. GOVERNING LAW AND 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 Parties agree to submit to the exclusive jurisdiction of the state and federal courts located in [__________] County, [__________] for any disputes arising out of or relating to this Agreement.

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11. GENERAL PROVISIONS

1. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written.
3. Waiver: No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party granting the waiver.
4. Notices: All notices hereunder shall be in writing and sent to the contact persons and addresses specified in Section 1.
5. Assignment: Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.
6. 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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12. SCHEDULES

• Schedule A: Description of Confidential Information (attached hereto, if applicable).

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EXECUTION & SIGNATURE BLOCK

IN WITNESS WHEREOF, the Parties have executed this 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.*