Non Disclosure Agreement Template and How to Draft One (2026)

What is a non-disclosure agreement? A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract where one or both sides agree to keep certain information secret and to use it only for an agreed purpose. People use an NDA before sharing a business plan with an investor, before showing source code to a contractor, before merger talks, or when hiring someone who will see trade secrets. An NDA can be one way (unilateral), where only one side shares secrets, or mutual (two way), where both do. The template below is written to work either way. What counts as a trade secret and how an NDA is enforced varies by jurisdiction, so adapt it to the law that governs it. ## A non-disclosure agreement template you can use Fill in the bracketed parts. This is a general starting point for a straightforward business NDA, not a finished legal document for every deal. ```

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement ("Agreement") is made on [date] BETWEEN [Full legal name], [company type] of [address] ("Party A"); and [Full legal name], [company type] of [address] ("Party B"). Each may be a "Disclosing Party" when it shares information and a "Receiving Party" when it receives information. 1. PURPOSE The parties wish to explore [describe the purpose, e.g. a possible supply arrangement] (the "Purpose") and may share confidential information for that Purpose only. 2. CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including business plans, finances, customer lists, source code, designs, and know-how. 3. EXCLUSIONS Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) the Receiving Party already lawfully held without a duty of confidence; (c) is lawfully received from a third party free to disclose it; or (d) is independently developed without using the Confidential Information. 4. OBLIGATIONS The Receiving Party shall: (a) use the Confidential Information only for the Purpose; (b) keep it confidential and protect it with at least reasonable care; (c) disclose it only to its employees, advisers or contractors who need it for the Purpose and who are under similar confidentiality duties; and (d) not copy it except as needed for the Purpose. 5. COMPELLED DISCLOSURE If the Receiving Party is required by law or a court to disclose any Confidential Information, it may do so, but shall, where lawful, give prompt notice to the Disclosing Party first so it can seek protection. 6. TERM AND SURVIVAL This Agreement starts on the date above and continues for [e.g. 2 years]. The duty of confidentiality survives for [e.g. 3 years] after disclosure [or, for trade secrets, for as long as the information stays secret]. 7. RETURN OR DESTRUCTION On the Disclosing Party's written request, or when the Purpose ends, the Receiving Party shall return or destroy the Confidential Information and confirm it has done so, keeping only copies required by law. 8. NO LICENCE, NO OBLIGATION TO PROCEED No intellectual property right or licence is granted by this Agreement. Nothing here obliges either party to proceed with any deal. 9. REMEDIES The parties agree that a breach may cause harm that money alone cannot fix, and that the Disclosing Party may seek an injunction in addition to any other remedy available in law. 10. GOVERNING LAW This Agreement is governed by the law of [place], and the courts of [place] shall have jurisdiction. SIGNED Party A: ____________________ Date: __________ Party B: ____________________ Date: __________

- **Purpose:** be specific. "To evaluate a possible investment in Party A" is far stronger than "for business purposes," because it limits how the other side may use what they learn.
- **Confidential Information:** the broad definition above works for most deals. For sensitive deals, add that disclosures should be marked confidential where practical.
- **Term and survival:** separate two periods. The agreement's own term (how long you keep sharing) and how long the duty of secrecy lasts after a disclosure. For genuine trade secrets, many parties keep the duty running for as long as the information stays secret.
- **Remedies:** the injunction wording matters, because confidentiality is often about stopping a leak, not just claiming damages after one. ## One way or mutual? How to choose - Use a **one-way (unilateral)** NDA when only you are sharing secrets, for example when you show your plans to a potential supplier.
- Use a **mutual** NDA when both sides will share, for example two companies exploring a partnership. A mutual NDA often feels fairer and is quicker to agree, because neither side is asked to sign away more than the other. ## Common mistakes to avoid - A vague purpose, which lets the other side use your information widely.
- No end to the confidentiality duty, or an unrealistically short one for real trade secrets.
- Forgetting the return-or-destroy clause.
- Relying on an NDA to protect something you then post publicly; once information is genuinely public, an NDA cannot pull it back.
- Treating an NDA as a deal. It is not a commitment to do business, only a promise about secrecy. ## Where a contract workspace helps Everything above you can do by hand: read the clauses one by one, flag the risky ones, note the dates that matter, keep the signed copy somewhere you can find it later. It works. It also takes time, and the details are easy to lose once the agreement is signed and filed away. The same work can live in one place. A modern AI contract workspace lets you draft from a template that already fits how you deal, see each clause marked favourable, neutral or unfavourable to you, edit a clause in plain English, keep a live history of every change, and get an alert before a renewal or deadline arrives, instead of tracking it in your head or a spreadsheet. That is the idea behind [Adira](https://adiralaw.com): draft, understand, edit, track and govern every contract in one workspace, tuned to how your company contracts and built on frontier AI. You do not need software to use the checklist on this page. But if you handle more than a handful of agreements, the value of having the drafting, the review and the dates in a single system, rather than scattered across email, folders and memory, adds up quickly. *This page is general information, not legal advice. Rules differ by country and by state, and your situation may need a qualified lawyer.*