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Non-Disclosure Agreement (NDA) Template

Use our Non-Disclosure Agreement to protect your confidential information. Begin by selecting the relationship between the parties.

4.7 1,111 Ratings

Updated October 27, 2023 Written by Josh Sainsbury | Reviewed by Brooke Davis

A Non-Disclosure Agreement (NDA) , also known as a confidentiality agreement, is a contract between two parties where one shares sensitive information and the other party promises to keep it confidential. Confidential information is often sensitive, technical, commercial, or valuable in nature (e.g., trade secrets or proprietary information).

Both parties sign the Confidentiality Agreement, creating a binding contract to keep the information secret. Be sure you understand how to write an NDA before drafting your own.

Non-Disclosure Agreement – By State

Connecticut
District of Columbia
Massachusetts
Mississippi
New Hampshire
North Carolina
North Dakota
Pennsylvania
Rhode Island
South Carolina
South Dakota
West Virginia
Types of Non-Disclosure Agreements

Basic/Standard Confidentiality Agreement

mutual non-disclosure agreement template

Unilateral (One-Way)

Independent Contractor

HIPAA Employee

Business Associate

Business Plan

Business Sale

Financial Information

Landlord-Tenant

Real Estate Buyer

Commercial Real Estate

Volunteer Non Disclosure Agreement Template

Movie (Film)

Patent/Invention)

Trade Secret

Software Development

Website Design

Product Development

Non-Disclosure Agreement - By State

What Is the Purpose of a Non-Disclosure Agreement?

How to write a non-disclosure agreement, sample non-disclosure agreement, frequently asked questions.

A Non-Disclosure Agreement aims to prevent confidential information from being publicly disclosed or used by any parties you share information with.

A signed NDA sets the legal framework to protect intellectual property and information from being stolen, sold, or shared with third parties, such as business competitors.

An NDA is typically used to:

To protect sensitive information – If you or your company need to protect sensitive data, you can use an NDA, so participants are legally bound not to divulge or release the information to other parties.
Protect patent rights – If you intend to share trade secrets, you must take reasonable steps to protect their confidentiality. An NDA is an appropriate step.
Outline what information is confidential – An NDA classifies exclusive and personal information to avoid confusion .

Examples of situations when a company uses an NDA:

In-depth business discussions
Hiring employees, freelancers, or contractors
Working with potential investors
Supplementing other agreements

Here is a walkthrough on how to create and fill out an NDA, what are the standard clauses you should include, and what they mean:

Step 1 – Disclosing and Receiving Parties

Start your NDA by establishing the “ Parties ” to the agreement. The “ Disclosing Party ” is the individual or entity sharing information. At the same time, the “ Receiving Party ” is the individual or entity receiving information.

Confidential information has been shared in a mutual NDA (a bilateral NDA). In this agreement, both parties serve as the Disclosing and Receiving Parties.

Here’s an example of how to start an NDA and establish the Parties to the agreement. Notice that the sample NDA clause also specifies what transaction or relationship the NDA relates to:

sample NDA parties to the agreement clause

Step 2 – Confidential Information

After the Parties have been established, specify what the Non-Disclosure Agreement protects confidential information.

Common examples of NDA-protected confidential information include:

Trade secrets

Special formulas
Instruments
Software development
Technical designs
Customer lists
Patent details

Business Ventures

Affiliate deals
Partnerships
Real Estate
Consultations
Advertising and marketing
Pricing structures
Business and financial records

Creative Endeavors

Documentary, TV, film, and news production
Illustrations, graphic design, and drawings
Inventions, prototypes, or product samples
Visitor or factory tours
Bachelor or bachelorette parties
Volunteering
Celebrity meet-and-greets
House tours
Original artwork

These are only a few examples of the types of information you wish to keep confidential under the protection of your NDA. Your agreement can list as many or as few confidential information as needed. Still, it would help if you were specific about what information the Receiving Party cannot disclose.

Being specific about what your NDA protects information will help it stand up in court in a legal dispute.

Step 3 – Exclusions from Confidential Information

An “ Exclusions ” clause defines what information the NDA does not protect.

Information that a Non-Disclosure Agreement can’t protect includes:

information already in the public domain
information the other party already has access to before the NDA
information that is independently developed or discovered by the recipient
information that the Disclosing Party has authorized the Receiving Party to share with the prior written consent

Read More: Understanding Confidential Information in NDAs

Oral information can be deemed confidential if confirmed in writing within a specific time frame after being disclosed.

Here’s an example of what your Exclusions clause should look like:

nda exclusions to confidential information clause

Step 4 – Non-Disclosure Obligations

The bulk of your NDA will comprise Non-Disclosure Obligations , which outline the Receiving Party’s obligations to the Disclosing Party’s information.

Rather than being a single clause, this section will likely comprise multiple clauses that detail various obligations.

This section will start with a clause like in the example below, which states the general obligation of the Receiving Party to keep the confidential information quiet.

Depending on your needs, you can add additional clauses to this section of your NDA. Here are some other provisions you may choose to include in your Non-Disclosure Obligations section:

1. Non-Disclosure of Transaction : the Receiving Party promises not to let others know that:

The Disclosing Party has shared or used Confidential Information.
A transaction is being discussed or negotiated.
A transaction has taken place, including the details of the relationship.

2. Non-Solicitation : either party may prevent the other from soliciting or offering employment to the other party’s employees or diverting business from the other party.

3. Non-compete : Parties agree not to engage in business activities directly competing with the other party. Many companies have partners and employees sign NDAs and non-compete agreements separately.

4. Non-Circumvention : if the Disclosing Party shares business contacts, a non-circumvention clause prevents the Receiving Party from bypassing the agreement and directly doing business or engaging with those contacts.

In the NDA sample below, you can see how these clauses may look in an agreement:

You may include only a few examples of Obligation clauses in your NDA.

Step 5 – Time Frame / Termination

The NDA should explicitly state how long it remains in effect. The Time Frame includes when the promise to keep confidential information secret begins (the “ Effective Date “) and the duration in which the protected information must not be shared with others (the “ Disclosure Period “).

Usually, the Parties agree to when the term of the agreement will end (known as the “ Termination ” provision). For example, the Non-Disclosure Agreement could terminate when:

The agreement expires
The transaction is completed, or
A specific period has passed.

Step 6 – Jurisdiction

The Jurisdiction clause establishes which state’s laws govern the Confidentiality Agreement. Suppose confidential information is leaked or inappropriately used by one party, and a lawsuit ensues. In that case, the laws of the agreed-upon state will apply, and any trials or hearings will occur there.

Ensure you understand state laws when writing a Non-Disclosure Agreement. Some states don’t honor certain kinds of NDA clauses. For example, California doesn’t honor non-compete clauses in most situations. Ensure your NDA template follows state laws, and you’ll avoid problems later.

Step 7 – Signatures

Finally, your NDA needs to include the signatures of all Parties and their Representatives.

Representatives are other people (i.e., directors, officers, employees, agents, or advisors) who may share, receive, or protect the information in pursuit of the Transaction specified in the NDA.

Here’s an example of the Disclosing Party’s signature section:

signature section in NDA sample agreement

Directly below this is the Receiving Party’s signature section, which is identical.

Step 8 – Additional Clauses

Every NDA will look different depending on the nature of the transaction, relationship, and information being specified. There are additional clauses you may choose to include in your Confidentiality Agreement:

Remedies : stipulates the consequences of breaking the NDA
No License: provides that the NDA doesn’t give either party any patent, copyright, or ownership of the information provided.
Severability : states that if one part of the NDA is ruled invalid in court, that part will be removed, and the rest of the agreement remains valid.
Amendments : notes that the NDA may be amended at any time.

You don’t need a lawyer to complete an NDA agreement template, but working with an attorney can help. If you have questions about adjusting or adding to your NDA, consulting a lawyer will ensure your agreement is legally sound.

The following confidentiality agreement sample is an excellent example of how you can structure your basic NDA agreement template. You can also check out our other NDA templates for samples.

What should an NDA include?
NDA vs. Non Compete
NDA vs. Confidentiality Agreement

Can I handwrite an NDA?

What should a Non-Disclosure Agreement include?

Your Non-Disclosure Agreement is applicable as long as you agree with the other party/parties involved. Typically, a standard NDA ranges from one to five years; however, depending on the information to be kept confidential, an NDA can be indefinite.

What’s the Difference Between a Non-Compete and a Non-Disclosure Agreement?

The primary difference between a non-compete and a non-disclosure agreement is the business activities they intend to restrict.

A non-compete agreement prohibits one party from doing business that competes with the other party . For instance, it prevents one party from hiring the other’s employees and business contacts and working with competing companies.
A non-disclosure agreement prevents one or both parties from using or leaking sensitive information learned in negotiations or business relationships.

These documents get confused because non-disclosure agreements often include a non-compete clause. Businesses bundle the non-compete clause into the non-disclosure agreement because it’s easier to sign one document than two.

What’s the Difference Between a Non-Disclosure Agreement and a Confidentiality Agreement?

There is no difference between a non-disclosure agreement (NDA) and a confidentiality agreement . Non-disclosure and confidentiality agreements protect confidential information from being shared with third parties.

In other words, these documents’ titles come down to preference because they both serve the same legal function. Some other names people use interchangeably with confidentiality and non-disclosure agreements include:

Secrecy Agreement
Confidential Disclosure Agreement (CDA)
Proprietary Information Agreement (PIA)

You may see a non-disclosure or confidentiality clause in other legal documents. For example, most independent contractor agreements outline the terms of a project and include a clause stating that any information shared is confidential.

You should not handwrite an NDA. Handwritten contracts are often dismissed in court because they are messy or incomplete. Always write NDAs digitally and print them out if you need a physical copy.

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Business Plan Non-Disclosure Agreement (NDA) Template

The business plan non-disclosure agreement is a document that restricts any individual from divulging proprietary information that is shared through a business plan. Lets say for example, that an entrepreneur is starting a new company and would like to run their idea by a colleague or friend, the only legal way for that business plan to be kept confidential is by the 3rd party to sign a non-disclosure. If after signing the agreement the Recipient of the business plan shares the information contained in it with anyone else the entrepreneur that created the business plan would be entitled to seek damages usually resulting in a monetary gain.

How to Write

Step 1 – Download in Adobe PDF or Microsoft Word (.docx) .

Adobe PDF – Microsoft Word (.docx)

Step 2 – In the 1st paragraph write the name of the business or individual that is sharing the business plan.

Step 3 – Enter the name of the person or entity that is receiving the business plan.

Step 4 – The person or entity that received the plan must sign , print , and date on the bottom of the form. After the signature of the receiving party the agreement is complete.

Financial Non-Disclosure Agreement (NDA) Template
Business Sale Non-Disclosure Agreement (NDA) Template
Unilateral Non-Disclosure Agreement (NDA) Template
Louisiana Non-Disclosure Agreement (NDA) Template
Pennsylvania Non-Disclosure Agreement (NDA) Template
New Hampshire Non-Disclosure Agreement (NDA) Template

Free Business Plan NDA Template

Download template

In the dynamic landscape of entrepreneurship, the conception and execution of a business plan are akin to orchestrating a symphony. However, with innovation comes the need for protection, and that’s where Business Plan Non-Disclosure Agreements (NDAs) play a pivotal role. This comprehensive guide aims to unravel the complexities surrounding NDAs, exploring their significance, key components, and the delicate balance between safeguarding intellectual property and fostering collaboration.

Understanding the Business Plan NDA: A Fundamental Overview

Before delving into the intricacies of Business Plan NDAs, let’s establish a foundational understanding of their purpose. An NDA , also known as a confidentiality agreement, is a legally binding document that outlines the terms and conditions under which one party discloses confidential information to another, with the expectation that the recipient will not disclose or use the information for unauthorized purposes.

A Business Plan Non-Disclosure Agreement (NDA) is a legal document safeguarding confidential information shared during business collaborations. It establishes terms under which one party discloses proprietary data, such as business strategies or financial details, to another party. The NDA ensures the recipient refrains from unauthorized disclosure or use of the information, fostering trust in collaborative ventures while protecting the intellectual property integral to a business’s competitive edge.

Why utilize a Business Plan NDA

Here are a few real-world examples illustrating the need for a Business Plan Non-Disclosure Agreement (NDA):

1. Startups Seeking Investment:

Imagine a tech startup, InnovateTech, developing a groundbreaking application. When approaching potential investors, InnovateTech shares its detailed business plan, including proprietary algorithms and market strategies. Utilizing an NDA in such scenarios ensures that the startup’s innovative ideas are protected, instilling confidence in investors without fear of intellectual property theft.

2. Partnership Discussions:

XYZ Consulting, an established consulting firm, enters into discussions with another company, ABC Solutions, for a potential partnership. As they explore collaborative opportunities, XYZ Consulting shares intricate details of its client acquisition strategies and proprietary methodologies. By implementing an NDA, both parties can freely exchange information, fostering trust while safeguarding sensitive business strategies.

3. Joint Ventures in the Pharmaceutical Industry:

In the pharmaceutical industry, companies often engage in joint ventures for research and development. Consider Pharma Innovations collaborating with BioGen Solutions to explore a groundbreaking drug discovery project. A well-crafted NDA ensures that confidential information related to proprietary formulas, research findings, and clinical trial data is protected throughout the collaborative effort.

4. Technology Companies Collaborating on Product Development:

In the fast-paced world of technology, companies frequently collaborate on product development. For instance, Tech Solutions and Cyber Innovations may join forces to create a cutting-edge cybersecurity product. Employing an NDA in this scenario helps both companies share technical specifications and proprietary code without the risk of unauthorized use or disclosure.

5. Entrepreneurs Pitching to Accelerators or Incubators:

Entrepreneurs participating in startup accelerators or incubators often pitch their business plans to mentors and industry experts. For instance, a health-tech startup, HealthVanguard, might share its business plan with a healthcare-focused accelerator. Implementing an NDA ensures that HealthVanguard’s innovative solutions and market strategies are protected during these critical stages of growth.

These examples underscore the versatile applications of Business Plan NDAs across various industries and collaborative scenarios. Whether seeking investments, exploring partnerships, engaging in joint ventures, or participating in accelerators, businesses can use NDAs to strike a balance between open collaboration and safeguarding proprietary information.

Significance of Business Plan NDAs:

1. Protection of Intellectual Property:

A business plan often encapsulates proprietary information that forms the core of a company’s intellectual property. An NDA serves as a legal shield, deterring unauthorized disclosure or use of this valuable asset.

2. Fostering Trust in Collaborative Ventures:

In collaborative ventures, such as seeking investors or entering into partnerships, an NDA establishes a foundation of trust. It assures the disclosing party that their confidential information is handled with the utmost care and professionalism.

3. Encouraging Open Communication:

Entrepreneurs can freely share their innovative ideas, growth strategies, and market insights when backed by the protection of an NDA. This encourages open communication without the fear of unauthorized dissemination.

4. Attracting Potential Investors:

For startups and businesses seeking investment, an NDA is a tool to instill confidence in potential investors. It demonstrates a commitment to protecting sensitive information, making the business a more attractive prospect for funding.

Common Misconceptions About Business Plan NDAs:

1. Universal Applicability:

Some entrepreneurs mistakenly believe that a one-size-fits-all NDA can be used for any situation. In reality, NDAs should be customized to the specific context of each business relationship, taking into account factors such as industry norms and the nature of the information being shared.

2. Absolute Protection:

While NDAs provide a crucial layer of protection, they cannot guarantee absolute security. The effectiveness of an NDA relies on its enforceability, and breaches may still occur. Hence, complementary measures like careful vetting of partners and continuous monitoring are essential.

3. Overlooking State-Specific Laws:

NDAs are subject to state-specific laws, and entrepreneurs should be aware of the legal nuances governing confidentiality agreements in their jurisdiction. Failing to consider these variations can impact the enforceability of the agreement.

Navigating the Creation and Execution of Business Plan NDAs:

1. Tailoring NDAs to Specific Relationships:

Recognizing that not all business relationships are the same, entrepreneurs should craft NDAs that align with the specific context of each collaboration. Tailoring the agreement ensures relevance and enforceability.

2. Consulting Legal Professionals:

Given the legal intricacies involved, it is prudent for entrepreneurs to seek legal counsel when drafting and executing NDAs. Legal professionals can provide valuable insights, ensuring that the agreement adheres to applicable laws and stands up in court if needed.

3. Educating Parties Involved:

Establishing a shared understanding of the NDA’s importance is crucial. Educating all parties involved about the significance of confidentiality and the terms outlined in the agreement helps foster a culture of respect for sensitive information.

Key Components of a Business Plan NDA:

1. Identification of Parties:

The agreement should clearly identify the disclosing party (the business sharing the plan) and the receiving party (the entity or individual receiving the confidential information). Accurate identification ensures that the terms are enforceable and understood by all involved.

2. Definition of Confidential Information:

Precisely define what constitutes confidential information within the context of the business plan. This can include proprietary business strategies, financial data, market research, product details, and any other sensitive information crucial to the business’s competitive edge.

3. Purpose of Disclosure:

Clearly state the purpose for which the confidential information is being shared. Whether it’s for evaluating a potential partnership, seeking investment, or exploring collaboration, specifying the purpose adds clarity to the agreement.

4. Duration of Confidentiality:

Establish a timeline for how long the confidentiality obligations will last. This can vary depending on the nature of the information and the business relationship. Common durations range from one to five years, but this should be tailored to the specific needs of the parties involved.

5. Obligations of the Receiving Party:

Clearly outline the obligations of the party receiving the confidential information. This includes a commitment not to disclose the information to third parties and to use it solely for the agreed-upon purpose. Additionally, the NDA may impose restrictions on the duplication or reproduction of the confidential material.

6. Exclusions from Confidentiality:

Specify any exceptions to the confidentiality obligations. This may include information that is already in the public domain, independently developed by the receiving party, or disclosed with the written consent of the disclosing party.

7. Consequences of Breach:

Clearly articulate the consequences that will follow if the receiving party breaches the terms of the NDA. This can include financial penalties, injunctive relief, or other legal remedies. The severity of consequences should be proportionate to the potential harm caused by the breach.

In the intricate dance of innovation and collaboration, the Business Plan NDA emerges as a guardian of intellectual property, fostering trust, and promoting open dialogue. As entrepreneurs embark on the journey of sharing their vision, strategies, and proprietary insights, the judicious use of NDAs becomes a strategic imperative. With careful crafting, clear communication, and legal guidance, businesses can navigate the delicate balance between collaboration and protection, ensuring that their innovations thrive in a secure environment.

Free Unilateral (1-way) NDA Template

A Unilateral or 1-Way Non-Disclosure Agreement is a legal document that establishes confidentiality between two parties, but with a distinct directional flow of information. In this arrangement, one party (the disclosing party) shares confidential information with another party (the receiving party), and the receiving party is obligated to keep that information confidential.

Free Employee NDA Template

An Employee Non-Disclosure Agreement (NDA) is a legally binding document between an employer and an employee that outlines confidentiality obligations. It prohibits employees from disclosing or using confidential information.

Free Commercial Real Estate NDA Template (for buyers and tenants)

A Commercial Real Estate Non-Disclosure Agreement (NDA) is a legal document used to protect confidential information during property transactions. It establishes a confidential relationship between parties involved, prohibiting the disclosure or sharing of sensitive details, such as financial data, property specifics, or negotiations.

Free Business Sale NDA Template

A Business Sale NDA is a legally binding contract that outlines the terms and conditions under which confidential information about the selling business is disclosed to potential buyers.

Free Non-Disclosure Agreement Templates

A Non-Disclosure Agreement (NDA) legally binds parties to protect sensitive information, specifying what can be shared and for how long. It safeguards confidential data, trade secrets, and intellectual property. These agreements are vital for business partnerships, ensuring what stays private and what can be disclosed.

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Non-Disclosure Agreement /
Business Plan

Business Plan Non-Disclosure Agreement

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A business plan non-disclosure agreement (NDA) is a form used by businesses to permit a 3rd party (be it a person or company) to view their business plan without the fear of the 3rd party sharing the contents of their plan with other entities. Business plans contain a massive amount of information regarding the disclosing company. The document typically includes financials, pricing, short and long-term strategies, goals, competitive advantages, and information on their customers, to name a few. In short, a company’s business plan going public could be severely damaging to their ability to compete in the market.

A business may share their business plan to those interested in purchasing their company, to investors (for the purpose of receiving funding), bankers, and lawyers, to name a few. While an NDA can go a long way in preventing their plan from going leaked to other parties, nothing is ever 100% secure. A company should only go about sharing their business plan if there is a necessary reason for doing so.

How to Write

Step 1 – Download

Save the template in PDF , WORD , or RTF .

Step 2 – Identifying the Parties

On the first line of the document, write the name of the company (or individual) sharing the business plan. If a company, the full legal name of the entity should be listed. On the next line, enter the name of the entity receiving permission to view the business plan. As before, this can be a person or a business.

Step 3 – Applicable Law

Enter the names of the county and state in which the NDA will be legally covered.

Step 4 – Signature

The only signature required for the form is that of the 3rd party. In addition to their signature, they will need to record the date in which they signed the document followed by their printed name.

Using an NDA when you're building a business plan

Starting a new company requires you to share your business plan with a variety of investors, banks, and potential partners. Here's how to protect your confidential information.

Find out more about business management

by Brette Sember, J.D.

Brette is a former attorney and has been a writer and editor for more than 25 years. She is the author of more than 4...

Creating a basic business plan

Understanding nondisclosure agreements, what to include in a nondisclosure agreement, refusal to sign a nondisclosure agreement.

Starting a business is exciting, but there are a lot of steps to take to get from brilliant idea to successful company. The most important building block of your new venture is your business plan, which you'll be sharing with a lot of people. Because of this, you'll want to use a nondisclosure agreement (NDA) to ensure your hard work and planning remains confidential.

Hand holding a piece of chalk on a black backdrop with white letters spelling "N.D.A."

Creating a strategic business plan not only allows you to think through every aspect of your business, it provides a tool you can use to get investors, funding, new customers, and partners.

A well-developed business plan helps you recognize and deal with many possible impediments to your success in advance. It also helps you sharpen your strategy so that you can hit the ground running. A good business plan takes weeks or months to create and requires a lot of research and planning. A basic business plan should include:

M arket analysis and strategy. This section looks at market trends, the segment of the market you will target, and the strategies you'll use.
C ompetitors. List the companies you see as your direct competitors and how you will differentiate yourself from them.
Staffing and employees. You might list specific people who will join your team or identify key roles and skills you need in employees.
Financial data. Include sales predictions, capital, debts, and more—basically all the financial details of your company.

You can create a business plan using a template or work with a legal service provider or an attorney to create one. Be sure the document is thorough and complies with your state's laws.

A nondisclosure agreement states that your business will give an individual or another business information that they agree to keep secret. If the agreement is breached , you can seek compensation. Using an NDA signals that the information you're sharing is private and critically important to your business.

An NDA is usually one-sided , meaning you're providing confidential information to the other person only. However, it could be two-sided, or mutual, if both parties are sharing confidential information with each other, such as if you're in talks with a potential partner.

Before sharing your business plan with potential investors, customers, partners, or banks, you should first have them sign an NDA , which should include the following information:

Definition. Describe clearly what you are characterizing as confidential so that there can be no misunderstanding. Generally, you want to state that your entire business plan is confidential, as well as any supporting material you provide and any discussions you have about the business plan.
Jurisdiction. The agreement should indicate which state's laws apply to the agreement.
End of relationship. If you and the other party receiving the business plan decide not to work with each other and terminate your business relationship, the information you provided should be returned to you, destroyed, or deleted.
Length of agreement. An expiration date is normally included, as NDAs cannot be open-ended.
Ownership of the information. The NDA should make it clear that just because you're sharing information, you're not giving the receiving party any ownership rights in the information.
Other people. The party you're sharing the business plan with may need to show it to people who work for or with them, such as their accountant or lawyer. The agreement should state that the NDA is binding on those third parties as well.
Signatures. The agreement should be signed by you and someone from the receiving party who has legal authority to enter into the agreement. The NDA should make it clear that this person has the authority to do so and that their signature is binding on their company.

You may find that large banks or investors won't sign your NDA. This can be frustrating, but because such large funders review hundreds of business plans or pitches every month, they may see doing so as an undue burden.

To protect yourself, you could bring a digital copy of your business plan to your meeting and not allow them direct access.

Another idea is to put the business plan online behind a password, making sure to change the password often. You could also withhold as much confidential information as possible until the investor is seriously interested.

An NDA offers an important way to protect yourself as you share your business plan and seek investors or partners. Taking this extra step can ensure your ideas and data are not stolen or shared without your permission.

Free NDA (Non-Disclosure Agreement) Template for Startups

An NDA (Non-Disclosure Agreement) is a contract between two parties (your startup and another person or company), designed to keep certain business information confidential.

The Legal Nodes team has prepared a general draft of an NDA that can protect your business and business information, including financial information, databases, informational systems (e.g. CRMs), personal information, and your market interests (e.g. competition, non-solicitation). Please, note that you should consult your legal professional prior to using this template as it's provided for informational purposes only.

Unilateral vs Mutual NDA

This template is a Unilateral NDA, which means it only binds one party (for example, your employee) to protect the other party's (your company) confidential information. This document won't work if you need a Mutual NDA (for situations where both parties exchange confidential information).

How to use this template

To use this template for your startup, fill out the yellow fields with the details of your company. We recommend customizing only the fields in yellow. Please consult with a lawyer before sending it to anyone after you've made your customizations.

When can you use this NDA?

It is crucial to sign NDAs with all the employees, freelancers, and part-time workers in the early stages of your startup development, and this NDA helps you do this. If you'd like to sign an NDA with an investor, it would be better to sign a Mutual NDA (this template is Unilateral NDA).

Download the template

Fill out the form on this page to download the document with the template. If you need any help with customizing the templates to solve your legal tasks, get in touch with us , we'll be glad to talk.

Disclaimer: This draft was designed by Legal Nodes for information purposes only to create an overall picture of how documents of this kind might look. It should by no means be seen as a full solution, legal, or any other advice and should not be considered as such. Please consult a lawyer before using it.

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Business Idea Non-Disclosure Agreement (NDA)

A business idea non-disclosure agreement enables an individual or company to protect the confidential details of a potential business venture shared with outside parties. It provides legal protection against the misuse of private and sensitive data, holding the receiving party liable if it gets released without the owner’s authorization.

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What Is a Business Plan Non-Disclosure Agreement?

A Business Plan Non-Disclosure Agreement gives permission for an individual to openly discuss and show another party their business plan without the worry that this party will use this information for their personal gain.

Alternate Name:

Business Plan NDA.

Sometimes, it is impossible not to discuss a business plan when working with potential investors or consultants. Therefore, it is extremely important that you ensure that any details surrounding your business plan are kept confidential - particularly details regarding how you plan to market your business and the various strategies you plan to implement. If this information gets into the hands of a competitor and such an agreement is not signed, legally - nothing will stop them from using this information to their advantage.

If a party signs this agreement and then later breaches it by violating the terms and disclosing specific information or using it for personal gain, this individual (or company) can legally be sued. For this reason, it is critical to produce a well thought out agreement which should provide as much detail as possible, particularly information concerning the specific business plan under question. If there is an expiration deadline for this agreement, details of this should also be provided in the document.

A Business Plan Non-Disclosure Agreement template can be downloaded by clicking the link below .

Haven't found the template you're looking for? Take a look at the related templates below:

Mutual Non-Disclosure Agreement Template ;
Employee Non-Disclosure Agreement Template ;
Real Estate Non-Disclosure Agreement Template .

Download Business Plan Non-disclosure Agreement Template

Linked topics.

Non-Disclosure Agreement (NDA) Template – Sample

Non-disclosure agreements are legal contracts that prohibit someone from sharing information deemed confidential. The confidential information is defined in the agreement which includes, but not limited to, proprietary information, trade secrets, and any other details which may include personal information or events.

Adobe PDF , Microsoft Word (.docx)

NDA: Standard Template
NDA: Types
NDA: Sample
Trade Secret Examples

How to Write an NDA

Types of nda’s.

Basic / Standard NDA – Use when disclosing secrets to a contractor, a potential investor, or a prospective business partner.

Business Plan NDA – When showing a business plan to a third (3rd) party such as a potential investor.

Business Sale NDA – Use when you’re engaged in business negotiations. For example, merger or investment discussions, negotiations about joint ventures or talks with consultants or potential licensees.

Cease and Desist Letter (NDA Violation) – To send to an individual that has violated an NDA that was previously authorized.

Commercial Real Estate NDA (Confidentiality) – When a landlord is seeking to sell or lease their property this agreement would be signed by all potential buyers or tenants.

Customer List NDA – For companies that sell their customer lists to other entities.

Employee NDA – Makes clear to an employee that he or she may not disclose your trade secrets without permission

Film (Movie) NDA – To share a script with producers, directors, and actors.

Financial Information NDA – To disclose personal or business financial information to a third (3rd) party.

HIPAA Employee NDA – For employees of healthcare facilities to agree that they will not share medical information of the patients.

Independent Contractor NDA – Also referred to as a 1099 employee, is for contractors that will have access to sensitive information.

Intern (Internship) NDA – For an intern that is serving a temporary position.

Job Interview NDA – You may end up divulging trade secrets when interviewing prospective employees, especially for sensitive jobs. Any person you hire should be required to sign an employee NDA (or an employment agreement containing a nondisclosure provision). But, of course, the interviewees you don’t hire won’t be signing an employment NDA or employment agreement. For this reason, have applicants for sensitive positions sign a simple nondisclosure agreement at the beginning of a job interview.

Landlord-Tenant NDA – In order for the landlord to safely handover information about the property to the tenant.

Mutual NDA – Also known as a “2-way NDA”, allows for two (2) parties to share trade secrets while both being bound to keep the information private.

Patent (Invention) NDA – Specifically written to protect a patent or invention from employees, contractors, or any other third (3rd) party from sharing or copying the concept.

Product Development NDA – To protect a product in its early stages before being able to file for a patent.

Real Estate Buyer NDA – For a landlord that will be disclosing pertinent financial information to a potential buyer.

Software Beta Tester NDA – If you develop software (including Web applications) and give beta versions to outside testers, here is a nondisclosure agreement for you to use.

Software Development NDA – To protect oneself from coders and programmers so that they do not steal an idea or reuse the coding or design.

Student NDA – For a student of a college or university that is to be working within its internal administration and affairs.

Trade Secret (Specific) NDA – If a specific trade secret or piece of information is to be kept confidential.

Unilateral NDA – For any type of NDA where only one (1) party will be responsible for keeping the information a secret.

Visitor NDA – For any guest that is visiting a business. They will not be able to share the things they see on their tour.

Volunteer NDA – For any guest or individual that is agreeing to work without pay.

Website Design NDA – To have a designer promise not to share the logos or design practices that they use on your website.

This Nondisclosure Agreement (the “Agreement”) is entered into by and between _______________ with its principal offices at _______________, (“ Disclosing Party “) and _______________, located at _______________ (“ Receiving Party “) for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information (“Confidential Information”).

1. Definition of Confidential Information . For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word “Confidential” or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.

2. Exclusions from Confidential Information. Receiving Party’s obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives; or (d) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

3. Obligations of Receiving Party . Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without the prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

4. Time Periods. The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.

5. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

6. Severability . If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as to best to effect the intent of the parties.

7. Integration . This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.

8. Waiver . The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

9. Notice of Immunity [OPTIONAL] . Employee is provided notice that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

This Agreement and each party’s obligations shall be binding on the representatives, assigns and successors of such party. Each party has signed this Agreement through its authorized representative.

DISCLOSING PARTY

Signature _____________________________________________________

Typed or Printed Name ___________________________ Date: _______________

RECEIVING PARTY

Trade Secrets

An NDA can help safeguard business assets, including but not limited to, the following:

Chemical, mechanical and manufacturing processes are commonly protected under nondisclosure agreements. Examples include processes for manufacturing chocolate powder, chicken pox vaccine or marble picture frames.

Business Strategies and Methods

Business strategies such as marketing schemes, advertising campaigns, business plans and new product announcements can be protected as trade secrets. For example, courts have held that marketing strategies for the sale of propane gas and a business plan for a new franchise are trade secrets. A business method, a manner of conducting business or a way of doing business, is also a protectable trade secret. Examples include a system for analyzing mortgage rates or a process for instructing employees.

Designs Blueprints and Specifications

Designs for products, machines, and structures, or other manufacturing specifications, can be protected as trade secrets. Examples include the design for a photo-processing machine, the blueprint for a casino or specifications for a paint roller.

Formulas are an obvious choice for trade secret protection—the most well-known is the secret combination of flavoring oils and other ingredients that give Coca-Cola its distinctive taste (referred to by the company as “Merchandise 7X”). Other formulas that could be protected as trade secrets include pharmaceutical, chemical and cosmetic compounds.

Physical Devices and Articles

Physical devices such as machines, devices or objects can be subject to trade secret protection. Usually, trade secret protection is lost once the device is made public, but protection may enable you to protect it before obtaining a patent or while attempting to sell or license the product.

Computer Software

Computer software is commonly protected under trade secret law because the underlying software code is not readily ascertainable or generally known. A computer program often qualifies for trade secret status during its development and testing stage. (It may also qualify for protection under copyright or patent law.)

Customer Lists

Companies are often very eager to protect their customer lists with NDAs, particularly when a former employee might use a customer list to contact clients. If a dispute over a customer list ends up in court, a judge generally considers the following elements to decide whether or not a customer list qualifies as a trade secret:

Is the information in the list ascertainable by other means? A list that is readily ascertainable cannot be protected.
Does the list include more than names and addresses? For example, a customer list that includes pricing and special needs is more likely to be protected because this information adds value.
Did it take a lot of effort to assemble the list? A customer list that requires more effort is more likely to be protected under an NDA.
Did the departing employee contribute to the list? If the departing employee helped create it or had personal contact with the customers, it is less likely to be protected under an NDA.
Is the customer list personal, long-standing or exclusive? If a business can prove that a customer list is special to its business and has been used for a long time, the list is more likely to be protected.

Customer List – Example 1 : A salesman worked for an insurance company selling credit life insurance to automobile dealers. When he switched jobs to work for a competing insurance company he took his customer list and contacted the customers at his new job. A court ruled that the customer list was not a trade secret because the names of the automobile dealers were easily ascertainable by other means and because the salesman had contributed to the creation of the list. Lincoln Towers Ins. Agency v. Farrell, 99 Ill. App. 3d 353, 425 N.E.2d 1034 (1981).

Customer List – Example 2 : Former employees took the client list of a temporary employment service. The former employees argued that the list could not be a trade secret since the information could be obtained through other means. A court disagreed and prevented the ex-employees from using the list because it could not be shown, using public information, which companies were likely to use temporary employees and because the list also included such information as the volume of the customer’s business, specific customer requirements, key managerial customer contacts and billing rates. Courtesy Temporary Serv. Inc. v. Camacho, 222 Cal. App. 3d 1278 (1990) .

Wholesalers’ lists of retail concerns are often hard to protect as trade secrets. Retailers are usually easy to identify through trade directories and other sources, and a list of them ordinarily does not confer a competitive advantage. But there are exceptions—for instance, a list of bookstores that order certain types of technical books and pay their bills promptly may be very valuable to a wholesale book distributor. But if the information is readily ascertainable through trade publications or other industry sources, it is not classified as a trade secret.

In a California case, a court determined that employees who left a business could use their former employer’s mailing list to send out an announcement of their change of employment to former clients. The former employer’s mailing list was not a trade secret because: (1) the clients became known to the ex-employees through personal contacts; and (2) the use of the customer list simply saved the ex-employees the minor inconvenience of looking up the client addresses and phone numbers. In other words, the information was easy to ascertain. Moss, Adams & Co. v. Shilling, 179 Cal. App. 3d 124 (1984) .

Collections of Data

A database—information of any type organized in a manner to facilitate its retrieval—is often protected as a trade secret. For example, a court ruled that a database for inventorying and cost economies on wholesale sandwich production for fast-food retailers was a protectable trade secret. One Stop Deli, Inc. v. Franco’s, Inc., 1994-1 CCH Trade Cas. P 70,507 (W.D. Va. 1993). A collection of data that is readily ascertainable, however, is not a trade secret.

Databases may also be protected under copyright law if the method of compiling or arranging the data is sufficiently creative.

Know-how does not always refer to secret information. Sometimes it means a particular kind of technical knowledge that may not be confidential but that is needed to accomplish a task. For example, an employee’s know-how may be necessary to train other employees in how to make or use an invention. Although know-how is a combination of secret and nonsecret information, we suggest that you treat it as a protectable trade secret. If you disclose know-how to employees or contractors, use a nondisclosure agreement.

Cease and Desist – A letter from the owner of a trade secret (or copyright, patent or trademark) that requests that alleged illegal activity is stopped immediately.

Clean Room – A method of developing proprietary material in which an isolated development team is monitored. The purpose is to provide evidence that similarities to others’ works or products are due to legitimate constraints and not copying.

Common Law – A system of legal rules derived from the precedents and principles established by court decisions.

Copyright – The legal right to exclude others, for a limited time, from copying, selling, performing, displaying or making derivative versions of a work of authorship such as a writing, music or artwork.

Database – Information of any type organized in a manner to facilitate its retrieval.

Declaratory Relief – An order from a court sorting out the rights and legal obligations of the parties in the midst of an actual controversy.

Diversity Jurisdiction – Federal courts’ right to hear lawsuits based upon non-federal claims; parties must be from different states and the amount in controversy over $50,000.

Economic Espionage Act – A law making it a federal crime to steal a trade secret or to receive or possess trade secret information knowing that it is stolen.

Evaluation Agreement – A contract in which one party promises to submit an idea and the other party promises to evaluate it. After the evaluation, the evaluator will either enter into an agreement to exploit the idea or promise not to use or disclose the idea.

Fiduciary Relationship – When one person stands in a special relationship of trust, confidence or responsibility to another.

Generally Known – Information is generally known if it has been published or publicly displayed or is commonly used within an industry.

Improper Means – The illegal acquisition of trade secrets through theft, bribery, misrepresentation, breach or inducement of a breach of a duty to maintain secrecy or espionage through electronic or other means.

Inevitable Disclosure Doctrine – Under this court-made rule, adopted by only a few courts, a court can stop an ex-employee from working for a competitor if the former employer shows that the employee will “inevitably disclose” trade secrets of the former employer.

Injunction – A court order requiring that a party halt a particular activity. A court can issue an injunction at the end of a trial (a permanent injunction) or immediately, rather than wait for a trial (a preliminary injunction ).

Two factors are used when a court determines whether to grant a preliminary injunction:

(1) Is the plaintiff (the party bringing the lawsuit) likely to succeed in the lawsuit? and

(2) Will the plaintiff suffer irreparable harm if the injunction is not granted?

The plaintiff may seek a temporary restraining order, which lasts only a few days or weeks. A temporary restraining order may be granted without notice to the infringer if it appears that immediate damage will result-for example, that evidence will be destroyed.

Jurisdiction – The authority of a court to hear a certain type of case.

Know-How – A particular kind of technical knowledge that may not be confidential but that is needed to accomplish a task.

License – A contract giving written permission to use an invention, creative work, trade secret or trademark, in return for payment.

Misappropriation – The theft or illegal disclosure of trade secrets.

Non-Competition Agreement – A contract in which a person or company agrees not to compete with the business of another company for a period of time.

Non-Solicitation Provision (also known as a “diversion provision) An agreement that restricts an ex-employee’s ability to solicit clients or employees of the ex-employer.

Option Agreement – An agreement in which one party pays the other for the opportunity to later exploit an innovation, idea or product.

Patent – A grant from a government that confers upon an inventor the right to exclude others from making, using, selling, importing, or offering an invention for sale for a fixed period of time.

Readily Ascertainable – Information readily ascertainable if it can be obtained legally within an industry, at a library or through publicly available reference sources.

Reverse Engineering – Disassembly and examination of products that are available to the public.

Trademark – Any word, symbol, design, device, slogan or combination that identifies and distinguishes goods.

Trade Secret – Any formula, pattern, device or compilation of information that is used in business, that is not generally known, and that gives the owner of the secret an opportunity to obtain an advantage over competitors who do not know or use it.

Uniform Trade Secrets Act (UTSA) – An act created by lawyers, judges, and scholars, and adopted by 43 states and the District of Columbia, in order to confirm the trade secret rules of different states

( View Federal Act – View Trade Secret Laws by State )

Work Made for Hire – (1) A copyrightable work prepared by an employee within the scope of employment; or (2) A copyrightable work specially ordered or

commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire.

Download the Basic Non-Disclosure Agreement in Adobe PDF or Microsoft Word (.docx) .

Introduction Paragraph

In the Sample NDA Agreement , the “Disclosing Party” is the person disclosing secrets, and the “Receiving Party” is the person or company who receives the confidential information and is obligated to keep it secret. The terms are capitalized to indicate they are defined in the agreement. The sample agreement is a “one-way” (or in legalese, “unilateral”) agreement-that is, only one party is disclosing secrets.

Mutual Agreements Clause [OPTIONAL]

If both sides are disclosing secrets to each other you should modify the agreement to make it a mutual (or “bilateral”) nondisclosure agreement. To do that, substitute the following paragraph for the first paragraph of the agreement.

This Nondisclosure agreement (the “Agreement”) is entered into by and between ____ [insert your name, business form and address] and ____ [insert name, business form and address of other person or company with whom you are exchanging information] collectively referred to as the “parties” for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. The parties agree to enter into a confidential relationship with respect to the disclosure by one or each (the “Disclosing Party”) to the other (the “Receiving Party”) of certain proprietary and confidential information (the “Confidential Information”).

1. Definition of Confidential Information

Every nondisclosure agreement defines its trade secrets, often referred to as “confidential information.” This definition establishes the subject matter of the disclosure. There are three common approaches to defining confidential information: (1) using a system to mark all confidential information; (2) listing trade secret categories; or (3) specifically identifying the confidential information.

What’s best for your company? That depends on your secrets and how you disclose them. If your company is built around one or two secrets-for example, a famous recipe or formula-you can specifically identify the materials. You can also use that approach if you are disclosing one or two secrets to a contractor. If your company focuses on several categories of secret information, for example, computer code, sales information and marketing plans, a list approach will work with employees and contractors. If your company has a wide variety of secrets and is constantly developing new ones, you should specifically identify secrets.

If confidential information is fairly specific, for example, a unique method of preparing income tax statements-define it specifically.

Example – Specific Confidential Clause

Another approach to identifying trade secrets is to state that the disclosing party will certify what is and what is not confidential. For example, physical disclosures such as written materials or software will be clearly marked “Confidential.” In the case of oral disclosures, the disclosing party provides written confirmation that a trade secret was disclosed. Here is an appropriate provision that was taken from the sample NDA in the previous section.

Example Broad Confidential Clause

When confirming an oral disclosure, avoid disclosing the content of the trade secret. An email or letter is acceptable, but the parties should keep copies of all such correspondence. A sample letter is shown below.

Letter Confirming Oral Disclosure

Today at lunch, I disclosed information to you about my kaleidoscopic projection system, specifically, the manner in which I have configured and wired the bulbs to the device. That information is confidential (as described in our nondisclosure agreement) and this letter is intended to confirm the disclosure.

2. Exclusions from Confidential Information

You cannot prohibit the receiving party from disclosing information that is publicly known, legitimately acquired from another source or developed by the receiving party before meeting you. Similarly, it is not unlawful if the receiving party discloses your secret with your permission. These legal exceptions exist with or without an agreement, but they are commonly included in a contract to make it clear to everyone that such information is not considered a trade secret.

In some cases, a business presented with your nondisclosure agreement may request the right to exclude information that is independently developed after the disclosure. In other words, the business might want to change subsection (b) to read, “(b) discovered or independently created by Receiving Party prior to or after disclosure by Disclosing Party.”

By making this change, the other company can create new products after exposure to your secret, provided that your secret is not used to develop them. You may wonder how it is possible for a company once exposed to your secret to developing a new product without using that trade secret. One possibility is that one division of a large company could invent something without any contact with the division that has been exposed to your secret. Some companies even establish clean room methods.

Although it is possible for a company to independently develop products or information without using your disclosed secret, we recommend avoiding this modification if possible.

3. Obligations of Receiving Party

The heart of a nondisclosure agreement is a statement establishing a confidential relationship between the parties. The statement sets out the duty of the Receiving Party to maintain the information in confidence and to limit its use. Often, this duty is established by one sentence: “The Receiving Party shall hold and maintain the Confidential Information of the other party in strictest confidence for the sole and exclusive benefit of the Disclosing Party.” In other cases, the provision may be more detailed and may include obligations to return information. A detailed provision is provided below.

The simpler provision is usually suitable when entering into an NDA with an individual such as an independent contractor. Use the more detailed one if your secrets may be used by more than one individual within a business. The detailed provision provides that the receiving party has to restrict access to persons within the company who are also bound by this agreement.

In some cases, you may want to impose additional requirements. For example, the Beta Tester Nondisclosure Agreement contains a prohibition against reverse engineering, decompiling or disassembling the software. This prohibits the receiving party (the user of licensed software) from learning more about the trade secrets.

You may also insist on the return of all trade secret materials that you furnished under the agreement. In that case, add the following language to the receiving party’s obligations.

4. Duration of Agreement

How long does the duty of confidentiality last? The sample agreement offers three alternative approaches: an indefinite period that terminates when the information is no longer a trade secret; a fixed period of time; or a combination of the two.

Example – Unlimited (Perpetual) Time Period Clause

Example – Fixed Time-Period Clause

Example – Fixed Time Period With Exceptions Clause

This Agreement and Receiving Party’s duty to hold Disclosing Party’s Confidential Information in confidence shall remain in effect until __________ or until one of the following occurs:

(a) the Disclosing Party sends the Receiving Party written notice releasing it from this Agreement, or
(b) the information disclosed under this Agreement ceases to be a trade secret.

The time period is often an issue of negotiation. You, as the disclosing party, will usually want an open period with no limits; receiving parties want a short period. For employee and contractor agreements, the term is often unlimited or ends only when the trade secret becomes public knowledge. Five years is a common length in nondisclosure agreements that involve business negotiations and product submissions although many companies insist on two or three years.

We recommend that you seek as long a time as possible, preferably unlimited. But realize that some businesses want a fixed period of time and some courts, when interpreting NDAs, require that the time period be reasonable. Determining “reasonableness” is subjective and depends on the confidential material and the nature of the industry. For example, some trade secrets within the software or Internet industries may be short-lived. Other trade secrets. For example, the Coca-Cola formula-have been preserved as a secret for over a century. If it is likely, for example, that others will stumble upon the same secret or innovation or that it will be reverse engineered within a few years, then you are unlikely to be damaged by a two- or three-year period. Keep in mind that once the time period is over, the disclosing party is free to reveal your secrets.

5. Relationships

Your relationship with the receiving party is usually defined by the agreement that you are signing. For example, an employment, licensing or investment agreement. To an outsider, it may appear that you have a different relationship, such as a partnership or joint venture. It’s possible that an unscrupulous business will try to capitalize on this appearance and make a third-party deal. That is, the receiving party may claim to be your partner to obtain a benefit from a distributor or sublicensee. To avoid liability for such a situation, most agreements include a provision like this one, disclaiming any relationship other than that defined in the agreement. We recommend that you include such a provision and take care to tailor it to the agreement. For example, if you are using it in an employment agreement, you would delete the reference to employees. If you are using it in a partnership agreement, take out the reference to partners, and so forth.

6. Severability

The severability clause provides that if you wind up in a lawsuit over the agreement and a court rules that one part of the agreement is invalid, that part can be cut out and the rest of the agreement will remain valid. If you don’t include a severability clause and some portion of your agreement is deemed invalid, then the whole agreement may be canceled.

7. Integration

In the process of negotiation and contract drafting, you and the other party may make any oral or written statements. Some of these statements make it into the final agreement. Others don’t. The integration provision verifies that the version you are signing is the final version and that neither of you can rely on statements made in the past. This is it! Without an integration provision, it’s possible that either party could claim rights based upon promises made before the deal was signed.

A second function of the integration provision is to establish that if any party makes promises after the agreement is signed, those promises will be binding only if they are made in a signed amendment (addendum) to the agreement.

The integration clause closes the door on any oral or written promises. Don’t sign an agreement if something is missing and don’t accept an assurance that the other party will correct it later.

This provision states that even if you don’t promptly complain about a violation of the NDA, you still have the right to complain about it later. Without this kind of clause, if you know the other party has breached the agreement but you let it pass, you give up (waive) your right to sue for it.

For example , imagine that the receiving party is supposed to use the secret information in two products but not in a third. You’re aware that the receiving party is violating the agreement, but you are willing to permit it because you are being paid more money and don’t have a competing product. After several years, however, you no longer want to permit the use of the secret in the third product. A waiver provision makes it possible for you to sue. The receiving party cannot defend itself by claiming it relied on your past practice of accepting its breaches. Of course, the provision swings both ways. If you breach the agreement, you cannot rely on the other party’s past acceptance of your behavior.

9. Notice of Immunity [OPTIONAL]

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Business Plan Confidentiality Agreement

A business plan confidentiality agreement (or NDA) is used when sharing a business idea or plan with consultants, investors, or anyone else that is evaluating your business. It establishes what information cannot be shared and prevents any misunderstandings. This confidentiality agreement is used as a legally binding document with the parties that are meeting each other. It will help establish definitions about trade secrets and when information can be shared.

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The Importance of a Business Plan NDA

Risks of not using it, what to include in a business plan non-disclosure agreement.

Even when a business is new, there can still be plans or ideas that can be stolen. Having an NDA agreement for a business plan prevents your unique ideas from being misused by another party.

As with any confidentiality agreement, a business plan NDA will keep your information safe. You will know that your business idea will not be used by someone else. Your plan may have potential trade secrets and other company secrets that you do not want public. A statement of confidentiality will prevent that from happening.

Using a business plan disclosure agreement can prepare you for using NDAs for your business career, both with third parties and employees. Many businesses have trade secrets and confidential information that you want to control the release of. Using the nda template from the beginning will help your business establish good practices.

A business plan covers many different ideas and aspects of running a business. Marketing, competition, and finances are all included. This is valuable information that you want to protect, in many cases for the entire time you are running your business.

Business plans cover a lot of important information that you will want to protect, oftentimes for the entire time it’s operating. Keeping these plans safe will help your business have a successful start and continue to grow.

Aspects of your business plans that you will want to be protected by a business plan confidentiality agreement include market analysis and strategy, list of competitors, staffing and employee plans, and financial data.

This research and planning cover not only your business idea but what you have discovered about other businesses in a similar market. These plans can be protected with a non-disclosure agreement for a business plan to help you keep the right information safe.

When you don’t use a business plan confidentiality agreement you have the risk of your business idea being used or sold without your permission. It would be a shame if all of the time and energy that you spent on developing just the right ideas were used by someone else. Business plans being stolen is a real threat and you want to protect yourself from it.

If the worst-case scenario occurs and the business idea is stolen from you, a business plan confidentiality agreement will also give you recourse options, including compensation. It will save you time and money to establish what information was publicly known and what was revealed during the business plan meeting.

With a confidentiality agreement, all parties have agreed to what information was not allowed to be shared, making getting legal help easier. There will be less confusion with NDAs signed before any confidential information is shared.

A business plan non-disclosure agreement should include many similar aspects of other statements of confidentiality. These agreements define the terms of what is confidential and what can happen if there is a breach of contract.

1. Define Confidential Information

The first item to include in a non-disclosure agreement for a business plan is to define confidential information and how it applies in this document. It can include revenue predictions, spending plans, and predicted future trends among many other aspects of running a business. Without these terms being defined.

2. The Agreement of Confidentiality

The next item to include is the agreement of confidentiality on the receiving parties. This includes talking about what is the meeting, making copies of any documents, or making commercials from the topics discussed. This will also cover how the receiving party will handle being asked about confidential information.

In cases where documents and materials are being shared, a confidentiality agreement will also disclose that these materials be returned within a time frame. The receiving party cannot make copies or share this information without the consent of the business owner.

3. Exclusions

Exclusions are included in a business plan confidentiality agreement to cover what the receiving party already knew before the agreement, if information becomes public knowledge, or is available through other sources legally.

4. Duration

A non-disclosure agreement for a business plan also covers how long the agreement is in effect. This can be until a specified date or certain provisions are met, such as being released from the confidentiality agreement or the information stops being a trade secret.

5. Courts and Contracts

A statement of confidentiality will also include general provisions about if the agreement is determined to be void by a court and an agreement that the current contract supersedes previous contracts and agreements.

6. Legal Ramifications

Legal ramifications for a breach of the confidentiality agreement are also included. This can include legal action and pay for legal fees. These fees will be paid to the disclosing party or business owner, from the receiving party to cover damages and loss of business from the broken contract.

Once the business plan confidentiality agreement is signed and dated, the contract is placed into effect unless otherwise made void.

When drafting a confidentiality agreement for a business idea, you want to use the right language and organize it correctly. They can cover a lot of information and you want to ensure that all the right information is accounted for to protect your business plans.

Understanding Business Plan Non-Disclosure Agreements (NDA)

Written by Dave Lavinsky

Growthink.com Business Plan Non-Disclosure Agreements

When it comes to starting or expanding a business, creating a comprehensive business plan is crucial. A business plan is a written document that outlines the goals, strategies, financial projections, and other key details of a business venture. However, sharing sensitive business information, such as trade secrets, proprietary methods, or financial data, with potential investors, partners, or employees can pose risks. That’s where a Business Plan Non-Disclosure Agreement (NDA) comes into play.

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This article will explain to you what an NDA is and provide a sample NDA. However, before discussing that, it is important to note that most investors and lenders will not sign an NDA. So, you’ll need to keep that in mind.

Typically on the cover of a business plan , we’ll include the following:

CONFIDENTIAL

This document includes confidential and proprietary information of and regarding [Your Company Name]. This document is provided for informational purposes only. You may not use this document except for informational purposes, and you may not reproduce this document in whole or in part, or divulge any of its contents without the prior written consent of [Company Name]. By accepting this document, you agree to be bound by these restrictions and limitations.

While such a statement is far from 100% legal protection, it may provide dissuade readers from divulging information about your business plan and company.

What is a Business Plan Non-Disclosure Agreement

A Business Plan Non-Disclosure Agreement, also known as a Confidentiality Agreement or NDA, is a legal contract that aims to protect the confidential and proprietary information shared in the plan from being disclosed or used by third parties without authorization. It establishes a legally binding agreement between the parties involved, and it helps to ensure that the sensitive information shared in the business plan remains confidential and is not misused.

The main purpose of a Business Plan NDA is to safeguard the intellectual property and confidential information of a business. This may include, but is not limited to:

business strategies
financial projections
marketing plans
customer lists
trade secrets
proprietary technology
other sensitive information that gives a business a competitive advantage

By signing a Business Plan NDA, the recipient agrees to keep the information confidential and not to disclose, use, or exploit it for any purpose other than the intended business relationship.

What Key Elements are included in a Business Plan Non-Disclosure Agreement

A well-drafted Business Plan NDA typically includes the following key elements:

Definition of Confidential Information: Clearly specifying what information is considered confidential and protected under the agreement. This may include a broad or specific definition of confidential information, depending on the needs of the parties involved.

Obligations of the Receiving Party: Outlining the responsibilities of the recipient of the confidential information, including the duty to maintain confidentiality, restrictions on disclosure and use, and the requirement to return or destroy the information after the business relationship ends.

Permitted Disclosures: Identifying situations where the recipient may be allowed to disclose the confidential information, such as to legal or financial advisors, or as required by law.

Term and Termination: Establishing the duration of the NDA and specifying the conditions under which it can be terminated, such as by mutual agreement or by breach of the agreement.

Remedies for Breach: Outlining the consequences of breaching the NDA, such as damages, injunctive relief, or other remedies available under the law.

Governing Law and Jurisdiction: Specifying the applicable law and jurisdiction that will govern any disputes arising from the NDA.

Sample Business Plan Non-Disclosure Agreement:

Below is a sample business plan non-disclosure agreement (NDA). Since we are not lawyers, we recommend that have a lawyer review any NDAs you plan on using.

[Your Company Name]

[Recipient Name]

This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of [Date] by and between Your Company Name (“Disclosing Party”) and Recipient Name (“Receiving Party”).

Definition of Confidential Information: The term “Confidential Information” shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, including but not limited to business strategies, financial projections, marketing plans , customer lists, trade secrets, proprietary technology, and any other information that is not publicly available.

Obligations of the Receiving Party: The Receiving Party shall use the Confidential Information solely for the purpose of evaluating the possibility of a business relationship between the parties and shall not disclose or use the Confidential Information for any other purpose without the prior written consent of the Disclosing Party.

Permitted Disclosures: The Receiving Party may disclose the Confidential Information to its employees or advisors on a need-to-know basis, provided that such employees or advisors are bound by similar confidentiality obligations.

Term and Termination: This Agreement shall remain in effect for a period of [insert duration, e.g., 2 years] from the date of execution, unless terminated earlier by mutual written agreement or by breach of this Agreement. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information and provide written certification of such return or destruction to the Disclosing Party.

Remedies for Breach: In the event of a breach of this Agreement, the Disclosing Party shall be entitled to seek equitable relief, including but not limited to injunctive relief, as well as damages for any losses incurred as a result of the breach.

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [insert applicable jurisdiction such as “California”]. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively by the courts of [insert applicable jurisdiction].

Entire Agreement: This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written, relating to the Confidential Information.

Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

By signing below, the parties acknowledge and agree to the terms of this Agreement:

[insert name, signature and date lines]

COMMENTS

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Non-Disclosure Agreement (NDA) Template

Non-Disclosure Agreement – By State

Basic/Standard Confidentiality Agreement

Unilateral (One-Way)

Independent Contractor

HIPAA Employee

Business Associate

Business Plan

Business Sale

Financial Information

Landlord-Tenant

Real Estate Buyer

Commercial Real Estate

Movie (Film)

Patent/Invention)

Trade Secret

Software Development

Website Design

Product Development

What Is the Purpose of a Non-Disclosure Agreement?

Step 1 – Disclosing and Receiving Parties

Step 2 – Confidential Information

Trade secrets

Business Ventures

Creative Endeavors

Step 3 – Exclusions from Confidential Information

Step 4 – Non-Disclosure Obligations

Step 5 – Time Frame / Termination

Step 6 – Jurisdiction

Step 7 – Signatures

Step 8 – Additional Clauses

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Business Plan Non-Disclosure Agreement (NDA) Template

How to Write

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Significance of Business Plan NDAs:

Common Misconceptions About Business Plan NDAs:

Navigating the Creation and Execution of Business Plan NDAs:

Key Components of a Business Plan NDA:

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Business Plan Non-disclosure Agreement Template

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Non-Disclosure Agreement (NDA) Template – Sample

Table of Contents

How to Write an NDA

Trade Secrets

Introduction Paragraph

Mutual Agreements Clause [OPTIONAL]

1. Definition of Confidential Information

2. Exclusions from Confidential Information

3. Obligations of Receiving Party

4. Duration of Agreement

5. Relationships

6. Severability

7. Integration

9. Notice of Immunity [OPTIONAL]