Free Non-Disclosure Agreement Template
A non-disclosure agreement (NDA) protects confidential information shared between two parties who are exploring or carrying on a business relationship. This free template defines what counts as confidential, limits how the receiving party may use it, and sets how long the duty to keep it secret lasts. Fill in the parties, purpose, and term to generate a clean, print-ready NDA.
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NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (this "Agreement") is entered into and effective as of ________________ between ________________ ("Disclosing Party") and ________________ ("Receiving Party").
1. PARTIES AND PURPOSE. This Agreement is made between ________________ and ________________. The parties wish to explore or carry on the following purpose: ________________. In connection with that purpose, the Disclosing Party may share confidential information with the Receiving Party.
2. DEFINITION OF CONFIDENTIAL INFORMATION. "Confidential Information" means any nonpublic information disclosed by the Disclosing Party, whether written, oral, electronic, or visual, that is marked confidential or would reasonably be understood to be confidential, including without limitation the following: ________________. It also includes the existence and terms of the parties' discussions.
3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Confidential Information.
4. OBLIGATIONS OF THE RECEIVING PARTY. The Receiving Party shall hold the Confidential Information in strict confidence, use it only for the stated purpose, and disclose it only to those of its employees, agents, or advisors who need to know it and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party shall protect the Confidential Information with at least the same care it uses for its own confidential information, and in no event less than reasonable care.
5. COMPELLED DISCLOSURE. If the Receiving Party is required by law, subpoena, or court order to disclose Confidential Information, it may do so only to the extent required, and shall, where legally permitted, give the Disclosing Party prompt written notice so the Disclosing Party may seek a protective order.
6. NO LICENSE OR WARRANTY. All Confidential Information remains the property of the Disclosing Party. No license or other right to the Confidential Information is granted except the limited right to use it for the stated purpose. The Confidential Information is provided as is, without any warranty of accuracy or completeness.
7. TERM. This Agreement takes effect on ________________, and the Receiving Party's obligations of confidentiality continue for ________________, or for as long as the information remains a trade secret under applicable law, whichever is longer.
8. RETURN OR DESTRUCTION. Upon the Disclosing Party's written request or the end of the stated purpose, the Receiving Party shall promptly return or destroy all Confidential Information and any copies, and, if requested, confirm the destruction in writing.
9. REMEDIES. The Receiving Party agrees that a breach of this Agreement may cause irreparable harm for which money damages are inadequate, and that the Disclosing Party is entitled to seek injunctive relief in addition to any other remedy available at law or in equity.
10. GOVERNING LAW. This Agreement is governed by the laws of the State of ________________. If any provision is found unenforceable, the remaining provisions stay in full effect. This Agreement is the entire agreement between the parties regarding its subject and may be changed only in writing signed by both parties.
This is a general template and not legal advice. Laws on confidentiality, trade secrets, and enforceable time limits vary by state, so review your state's requirements or have an attorney review this Agreement before use.
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Questions
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These are professionally structured templates using standard clause language. Whether a completed document is legally binding depends on your state's requirements, proper signing (and notarization or witnesses where required), and your specific situation. For anything high-stakes, have an attorney review it. Nothing here is legal advice.
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