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Non-Disclosure Agreement (NDA) template

A mutual non-disclosure agreement lets two parties share confidential information for a specific purpose while agreeing not to use or reveal it for anything else.

Replace everything in [BRACKETS], export to PDF, then send it for signature.

1. Parties

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] by and between [DISCLOSING PARTY NAME], located at [DISCLOSING PARTY ADDRESS], and [RECEIVING PARTY NAME], located at [RECEIVING PARTY ADDRESS] (each a "Party" and together the "Parties"). Each Party may act as both a disclosing party and a receiving party under this Agreement.

2. Purpose

The Parties wish to exchange certain confidential information for the purpose of [DESCRIBE PURPOSE, e.g. evaluating a potential business relationship] (the "Purpose"). The receiving party may use Confidential Information only for the Purpose.

3. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one Party to the other, in any form, that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. This includes, without limitation, business plans, financial information, customer lists, pricing, technical data, software, trade secrets, know-how, and product plans.

4. Exclusions

Confidential Information does not include information that the receiving party can show: (a) is or becomes publicly available through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing party's Confidential Information.

5. Obligations of the Receiving Party

The receiving party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, and no less than reasonable care; (b) not disclose Confidential Information to any third party except its employees, contractors, and advisors who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as these; and (c) promptly notify the disclosing party of any unauthorized use or disclosure.

6. Compelled Disclosure

If the receiving party is required by law, regulation, or court order to disclose Confidential Information, it shall, where legally permitted, give the disclosing party prompt written notice and reasonable assistance so the disclosing party may seek a protective order, and shall disclose only the portion legally required.

7. Term and Duration of Obligations

This Agreement begins on the Effective Date and continues for [TERM, e.g. two (2) years] unless terminated earlier by either Party with [NOTICE PERIOD] written notice. The confidentiality obligations survive for [SURVIVAL PERIOD, e.g. three (3) years] after termination, and for trade secrets, for as long as the information remains a trade secret under applicable law.

8. Return or Destruction of Information

Upon written request or termination of this Agreement, the receiving party shall promptly return or destroy all Confidential Information in its possession and, on request, confirm this in writing. The receiving party may retain copies required by law or held in routine backups, which remain subject to this Agreement.

9. No License or Warranty

All Confidential Information remains the property of the disclosing party. Nothing in this Agreement grants any license or rights to the receiving party other than to use the information for the Purpose. Confidential Information is provided "as is" without warranty of any kind. Neither Party is obligated to enter into any further agreement.

10. Remedies

Each Party acknowledges that unauthorized disclosure may cause irreparable harm for which monetary damages may be inadequate. The disclosing party is entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

11. Governing Law and General Terms

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], without regard to its conflict-of-laws rules. This Agreement is the entire agreement between the Parties on its subject and may only be amended in writing signed by both Parties. If any provision is held unenforceable, the rest remains in effect.

12. Signatures

The Parties agree that this Agreement may be signed electronically and in counterparts, and that electronic signatures have the same effect as handwritten signatures. [DISCLOSING PARTY NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE] [RECEIVING PARTY NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE]

When to use this template

  • Before sharing business plans, financials, or product roadmaps with a potential partner or investor
  • When discussing a possible acquisition, joint venture, or supplier relationship
  • Before giving a freelancer or agency access to unreleased products or source code
  • When interviewing candidates who will see sensitive information during the process

How to fill it in and get it signed

  1. Enter the full legal names and addresses of both parties and the effective date.
  2. Describe the Purpose narrowly, so it is clear what the information may be used for.
  3. Choose the agreement term and how long confidentiality obligations should survive.
  4. Fill in the governing-law jurisdiction and review the exclusions and remedies.
  5. Upload the finished NDA to eSignSimple, add each signer's email, and send it for e-signature. Signers don't need an account.

This template is general information, not legal advice. Laws differ by country and state; have a lawyer review contracts with high stakes.

Frequently asked questions

What is the difference between a mutual and a one-way NDA?

A one-way (unilateral) NDA protects information flowing from one party only. A mutual NDA, like this template, protects both parties because both expect to share confidential information.

Is an NDA signed electronically legally binding?

In most countries, electronic signatures are legally recognized for commercial agreements like NDAs. eSignSimple records an audit trail with timestamps, IP addresses, and a document hash to help show who signed and when.

How long should an NDA last?

Many NDAs protect information for two to five years, with trade secrets protected for as long as they remain secret. The right length depends on how quickly the information loses value.

Do I need a lawyer to use an NDA template?

For routine discussions, many businesses use a standard template. For high-value deals, trade secrets, or cross-border situations, consider having a lawyer review it.