Third Party Non Disclosure Agreement Template

Third-Party Non-Disclosure Agreement

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

Instructions for Use

• Completion: This form should be completed by the Disclosing Party and the Receiving Party (the "Third Party"). All bracketed fields [__________] and [ ] Option (if present) must be accurately filled prior to execution.
• Filing & Retention: The fully executed original document, along with all mandatory attachments, must be retained by the Disclosing Party's legal department for a minimum of seven (7) years from the Effective Date or termination date, whichever is later. A copy should be provided to the Receiving Party.
• Mandatory Attachments: Ensure that any specific project outlines, Statements of Work (SOWs), or lists of initial confidential materials referenced herein are appended as Exhibit A, Exhibit B, etc., as applicable, and explicitly mentioned in Section 1.3 (Purpose) or 2.1 (Confidential Information Definition).

1. Parties and Purpose

This Third-Party Non-Disclosure Agreement ("Agreement") is made and entered into on the Effective Date between:

1.1 Disclosing Party: Name: [] Legal Entity Type: [] Address: [], [], [], [] (hereinafter "Disclosing Party")

1.2 Receiving Party: Name: [] Legal Entity Type: [] Address: [], [], [], [] (hereinafter "Receiving Party" or "Third Party")

1.3 Purpose: The Disclosing Party desires to disclose certain confidential and proprietary information to the Receiving Party for the following business purpose ("Purpose"): [] []

2. Definition of Confidential Information

2.1 "Confidential Information" means any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party, whether in written, oral, graphic, electronic, or any other form, including, but not limited to:

• (a) Product plans, roadmaps, designs, specifications, and data.
• (b) Financial information, pricing, costs, sales figures, and business plans.
• (c) Marketing strategies, customer lists, and vendor lists.
• (d) Software code, algorithms, inventions, and research and development data.
• (e) Trade secrets, know-how, and internal processes.
• (f) Personal data of employees, customers, or third parties, subject to applicable data protection laws.
• (g) Any other information designated as confidential at the time of disclosure, or which, by its nature or the circumstances of its disclosure, should reasonably be understood to be confidential.

2.2 Disclosure Method: Confidential Information may be disclosed orally, visually, in writing, electronically, or through observation. If disclosed orally or visually, it must be reduced to writing and marked "Confidential" within [__________] days. Written or electronic disclosures must be marked "Confidential" or with a similar legend.

3. Obligations of Receiving Party

The Receiving Party agrees to:

3.1 Non-Use: Use the Confidential Information solely for the Purpose specified in Section 1.3. 3.2 Non-Disclosure: Not disclose, disseminate, or transfer any Confidential Information to any third party without the prior written consent of the Disclosing Party. 3.3 Limited Access: Limit access to Confidential Information to its employees, contractors, or agents ("Representatives") who have a "need to know" for the Purpose and who are bound by confidentiality obligations no less protective than those herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives. 3.4 Standard of Care: Protect the Confidential Information with the same degree of care it uses to protect its own proprietary information of a similar nature, but in no event less than a reasonable degree of care. 3.5 Notice of Unauthorized Disclosure: Immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

4. Exclusions from Confidential Information

The obligations of Section 3 shall not apply to information that the Receiving Party can demonstrate:

• (a) Is or becomes publicly available without breach of this Agreement by the Receiving Party.
• (b) Was rightfully known to the Receiving Party prior to its disclosure by the Disclosing Party, without breach of any confidentiality obligation.
• (c) Is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party's Confidential Information.
• (d) Is rightfully received from a third party without restriction on disclosure and without breach of any confidentiality obligation.
• (e) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party to allow an opportunity to seek a protective order or other appropriate remedy.

5. Term and Return/Destruction

5.1 Term of Agreement: This Agreement shall commence on the Effective Date and continue for a period of [] year(s) unless terminated earlier by mutual written agreement or as otherwise provided herein. 5.2 Survival of Obligations: The obligations of confidentiality and non-use under this Agreement shall survive for a period of [] year(s) from the date of disclosure of the respective Confidential Information, or indefinitely for information constituting a trade secret under applicable law. 5.3 Return or Destruction: Upon the Disclosing Party's written request, or upon termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information received from the Disclosing Party, including all copies, summaries, and extracts thereof. The Receiving Party shall, if requested, provide written certification of such return or destruction. Notwithstanding the foregoing, the Receiving Party may retain one archival copy of the Confidential Information for legal compliance purposes, subject to the continuing confidentiality obligations hereunder.

6. General Provisions

6.1 No License: Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in or to the Confidential Information, except for the limited right to use it solely for the Purpose. All rights, title, and interest in and to the Confidential Information shall remain exclusively with the Disclosing Party. 6.2 Remedies: The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information could cause irreparable harm to the Disclosing Party for which monetary damages alone may be an insufficient remedy. The Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable relief to prevent such disclosure or use, in addition to any other remedies available at law or in equity. 6.3 Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State/Jurisdiction of [], without regard to its conflict of law principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [], [__________]. 6.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 6.5 Waiver: No waiver by the Disclosing Party of any breach of this Agreement shall be deemed a waiver of any subsequent or other breach. 6.6 Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether written or oral. 6.7 Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. 6.8 Notices: All notices hereunder shall be in writing and sent to the addresses specified in Section 1.1 and 1.2, or to such other address as a party may designate in writing. Notices shall be effective upon receipt. 6.9 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. Facsimile or electronic signatures shall be deemed original for all purposes.

7. Execution

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

Disclosing Party:

Signature:

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Printed Name: [] Title: [] Date: [//2026]

Receiving Party (Third Party):

Signature:

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Printed Name: [] Title: [] Date: [//2026]

Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.