A clearer NDA for your next business conversation

NON-DISCLOSURE AGREEMENT

Demand Signatures is not a law firm and does not provide legal advice. This template is general information and may not fit your situation. Consult an attorney about your document and applicable requirements.

IMPORTANT NOTICES

General information, not state-specific legal advice. Review the full agreement and required attachments before use.

PARTIES AND PURPOSE

This agreement takes effect on [Effective date] between [Party A legal name], [Party A mailing address], and [Party B legal name], [Party B mailing address]. The permitted purpose is [Permitted purpose].

Notice email for [Party A legal name]: [Party A notice email]. Notice email for [Party B legal name]: [Party B notice email].

WHAT IS PROTECTED

Confidential Information means nonpublic information shared for the permitted purpose that is identified as confidential or that a reasonable person would understand to be confidential from its nature and circumstances. It includes [Categories of confidential information] and copies or analyses containing that information, whether shared in writing, orally, visually or electronically.

WHAT IS NOT PROTECTED

These obligations do not apply to information the Receiving Party can demonstrate was lawfully known without a duty of confidence before disclosure; becomes public without a breach of this agreement; is developed independently without using the protected information; or is lawfully received from someone entitled to share it without restriction.

USE AND CARE

The Receiving Party may use Confidential Information only for the permitted purpose. It will use reasonable care to protect it and at least the care it uses for its own similar confidential information. It may share it only with its personnel and professional advisers who need it for that purpose and are bound by duties of confidentiality at least as protective. It is responsible for its authorized representatives' handling of that information. It must not upload it to public services or third-party AI systems without the Disclosing Party's written permission.

REQUIRED AND PROTECTED DISCLOSURES

If disclosure is legally compelled, the Receiving Party may disclose only what is required and, where legally permitted and not involving a protected report, will promptly notify the Disclosing Party so it may seek protection at its own expense. Nothing in this agreement prevents reporting suspected unlawful conduct to a government agency, cooperating with an investigation, making disclosures protected by law, or discussing working conditions where legally protected. No prior permission or notice is required for those activities. Under 18 U.S.C. Section 1833(b), an individual is not liable under federal or state trade-secret law for disclosing a trade secret in confidence to a federal, state or local government official, directly or indirectly, or to an attorney, solely to report or investigate a suspected legal violation; or in a complaint or other document filed under seal in a proceeding. An individual suing an employer for retaliation for reporting a suspected violation may disclose the trade secret to their attorney and use it in the proceeding if documents containing it are filed under seal and it is otherwise disclosed only by court order. This agreement does not restrict lawful competition, general professional knowledge, or protected reporting.

DURATION

New disclosures are covered until [Last day for newly covered disclosures], unless either party ends future disclosures by written notice earlier. The confidentiality and limited-use obligations continue for [Years of protection after each disclosure] years after each disclosure. For information qualifying as a trade secret, they continue for as long as it remains a trade secret under applicable law. Ending discussions does not release accrued duties.

RETURN AND DELETION

On written request or when the purpose ends, the Receiving Party will stop using the information and, within [Days to return or delete information] days, return or delete it and confirm completion if asked. It may retain records required by law, a restricted legal compliance copy, and routine backups that cannot reasonably be isolated, subject to continuing confidentiality and no business use. Backups will be removed under normal retention cycles.

INCIDENTS AND REMEDIES

The Receiving Party will promptly notify the Disclosing Party of unauthorized use or disclosure it discovers and reasonably cooperate to contain it. Either party may seek remedies available under applicable law, including court-ordered relief where the court's requirements are met. No injunction or damages award is guaranteed by this agreement.

OWNERSHIP AND DISCUSSIONS

Sharing information grants no ownership or license except the limited use needed for the purpose. Neither party must proceed with a transaction. Information is provided without a promise of completeness or accuracy; neither party excludes liability that law does not allow it to exclude.

GENERAL TERMS

The law of [Governing state] governs this agreement, subject to mandatory law that cannot be changed by contract. Ordinary notices must be in writing to the addresses above; email notices are effective when acknowledged, and hand or tracked delivery when received. A legally required method of service still applies. This document and its identified attachments contain the parties' agreement on this subject. Changes require both parties' written agreement. A failure to enforce a term once is not a waiver of future enforcement. If a term cannot be enforced, the remaining terms continue to the extent permitted by law. Neither party may transfer this agreement without the other's written consent, except where mandatory law provides otherwise. Each signer confirms authority to sign. The parties may sign counterparts; electronic signatures may be used where applicable law permits and the parties consent.

SIGNATURES

Party A: ____________________

Signature: ____________________ Date: ____________________

Party B: ____________________

Signature: ____________________ Date: ____________________