What is a Non Disclosure Agreement Form

Non-Disclosure Agreement (NDA)

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

Instructions for Use

• This form must be completed by the Disclosing Party and the Receiving Party prior to any exchange of confidential information.
• Retain the original executed agreement in the legal department's contract repository for seven (7) years following the agreement's termination or expiration. Provide copies to relevant project leads.
• Mandatory attachments: [ ] Scope of Work (if applicable), [ ] Project Proposal (if applicable).

Document Body

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

1. Parties

Disclosing Party: Company Name: [____________________] Address: [____________________] City, State, Zip: [____________________] Attention: [____________________]

Receiving Party: Company/Individual Name: [____________________] Address: [____________________] City, State, Zip: [____________________] Attention: [____________________]

(Hereinafter individually referred to as "Party" and collectively as "Parties").

2. Purpose

The Parties desire to engage in discussions concerning [____________________] (the "Purpose"), during which one Party may disclose certain confidential and proprietary information to the other Party.

3. Definition of Confidential Information

"Confidential Information" means all non-public information, in any form or medium, disclosed by the Disclosing Party to the Receiving Party, whether oral, written, electronic, or visual, that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. Confidential Information includes, but is not limited to:

• Technical Information: Trade secrets, inventions, product designs, specifications, software, source code, research and development, formulas, processes, algorithms, and engineering data.
• Business Information: Financial data, marketing plans, business strategies, customer lists, vendor lists, pricing information, personnel data, and operational methods.
• Proprietary Information: Any other information marked "Confidential," "Proprietary," or with a similar legend, or that is disclosed under circumstances reasonably indicating its confidential nature.

4. Exclusions from Confidential Information

Confidential Information does not include information that:

• (a) Is or becomes publicly available through no fault of the Receiving Party.
• (b) Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
• (c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation.
• (d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
• (e) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order or other appropriate remedy.

5. Obligations of Receiving Party

The Receiving Party agrees to:

• (a) Use the Confidential Information solely for the Purpose.
• (b) Maintain the Confidential Information in strict confidence and protect it with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
• (c) Not disclose, reproduce, or distribute the Confidential Information to any third party, except to its employees, consultants, or agents who have a "need to know" for the Purpose and are bound by confidentiality obligations at least as restrictive as those in this Agreement.
• (d) Notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information.

6. Term

This Agreement shall commence on the Effective Date and remain in effect for [__________] year(s) ([ ] Perpetual) from the Effective Date. The obligations of confidentiality under this Agreement shall survive the termination or expiration of this Agreement for a period of [__________] years ([ ] Perpetual).

7. Return/Destruction of Confidential Information

Upon the Disclosing Party's written request, or upon termination/expiration of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information (and all copies thereof) received from the Disclosing Party. The Receiving Party shall certify such return or destruction in writing upon request.

8. 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 would be an inadequate remedy. Therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

9. 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.

10. Miscellaneous Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
• Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party granting the waiver.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
• Notices: All notices required or permitted hereunder shall be in writing and deemed delivered when personally delivered, sent by certified mail, or by reputable overnight courier to the addresses specified above.

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.