Non Disclosure Agreement Template (Free Download)

Here is What's in the NDA Template:

  • A simple non disclosure agreement to protect (and keep private) sensitive information
  • Sections for parties involved, agreement duration, and more
  • Created (and approved) by legal experts
Get the Non Disclosure Agreement

Non Disclosure Agreement Template (Employer and Employee)

This Non-Disclosure and Confidentiality Agreement (“Agreement”) is being made between [Employee Name] (that’s “You”) located at [Street Address, City, State] and [Company Name] (that’s “The Company”) located at [Street Address, City, State] on [Month DD, 20YY]. [Employee Name] and [Company Name] may also be referred to as “Party” or together as the “Parties”.  This Agreement will become effective on [Month DD, 20YY] (“Effective Date”).

You are interested in working for The Company, and The Company is excited to have You on the team.  As a part of your role, You will have access to proprietary and confidential information.

IN CONSIDERATION OF The Company hiring and paying You, and other good and valuable consideration, You agree to the following:

  1. 1. Confidential Information

The confidential information (“Confidential Information”) includes any information that is not known by the general public, whether it is in tangible form (i.e. – you can hold it) or intangible form (i.e. – you can’t hold it), and through whatever means it is disclosed.

  1. 2. Use of Confidential Information

The Company is trusting You with our biggest secrets.  You agree to keep the Confidential Information completely confidential.  You will treat the Confidential Information with reasonable care and will exercise caution to prevent disclosing the Confidential Information to others, even your very best friend.

If You lose or fail to maintain the confidentiality of any Confidential Information, You must notify The Company within twenty-four (24) hours.  You must also take any and all steps necessary to recover the Confidential Information and prevent further unauthorized use.

If You are required by law to disclose Confidential Information, You must notify The Company of your legal requirement to disclose within three (3) business days of learning of the requirement. 

Notices must be made in accordance with Section 8 of this Agreement.

  1. 3. Ownership and Title

Nothing in this Agreement will convey a right, title, interest, or license in the Confidential Information to You.  The Confidential Information will remain the exclusive property of The Company.

  1. 4. Return of Confidential Information

If for any reason You are no longer employed by The Company, or upon request of The Company, You must return all tangible materials You have that embody the Confidential Information, including all electronic and hard copies within twenty-four (24) hours/immediately.  This includes, but is not limited to, any notes, memos, drawings, doodles, summaries, excerpts and anything else You have that is derived from the Confidential Information. 

  1. 5. Term and Termination

This Agreement will remain in effect beginning on the Effective Date and will continue until You are no longer employed by The Company. Your obligation to hold in confidence the Confidential Information will remain in effect indefinitely.

  1. 6. Remedies

The Parties agree the Confidential Information is unique in nature and money damages will not adequately remedy the irreparable injury breach of this Agreement may cause The Company.  In the event of a breach of this Agreement, The Company is entitled to seek disciplinary action, up to and including termination.  The Company may also seek injunctive relief, as well as any other remedies that are available in law and equity.

  1. 7. General
    1. a. Amendments.  This Agreement may be modified as needed.  To make a modification, the Parties must agree to the modification in writing in the form of an amendment.  The terms of this Agreement will apply to any amendment made unless otherwise stated in the amendment.
    2. b. Assignment.  The Parties may not assign the responsibilities they have under this Agreement to anyone else.
    3. c. Choice of Law.  This Agreement will be interpreted based on the laws of the State of [State], regardless of any conflict of law issues that may arise.  The Parties agree that any dispute arising from this Agreement will be resolved at a court of competent jurisdiction located in the State of [State].
    4. d. Complete Contract.  This Agreement constitutes the Parties entire understanding of their rights and obligations.  This Agreement supersedes any other written or verbal communications between the Parties.
    5. e. Disclaimer.  Everyone makes mistakes, including us.  The Company does not represent or warrant the Confidential Information is correct and accurate or complete.
    6. f. Relationship of Parties.  This Agreement does not create a joint venture, partnership, or agency relationship between the Parties.
    7. g. Severability.  If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of this Agreement will still be enforceable.
    8. h. Waiver.  Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing.   If any provision, right, or obligation is waived, it’s only waived to the extent agreed to in writing.
    1. 8. Notices

    All notices under this Agreement must be sent by email with return confirmation of receipt, or certified or registered mail with return receipt requested.

    Notices should be sent to:

    [Employee Name]

    [Company Name]

    [First Name Last Name]

    [First Name Last Name]

    [Street Address]

    [Street Address]

    [City, State, Zip Code]

    [City, State, Zip Code]

    [Email Address]

    [Email Address]



    If the Parties agree to the terms of this Agreement, please sign below.

    [Employee Name]

    Signed:         ___________________

    Name:              ___________________

    Title:                ___________________

    Date:                ___________________

    [Company Name]

    Signed:            ___________________

    Name:              ___________________

    Title:                ___________________

    Date:                ___________________

    Non Disclosure Agreement Template (Company and Contractor)

    Non-Disclosure and Confidentiality Agreement

    This Non-Disclosure and Confidentiality Agreement (“Agreement”) is being made between [Customer Name] (“Customer”) located at [Street Address, City, State] and [Company Name] (“Company”) located at [Street Address, City, State]. [Customer Name] and [Company Name] may also be referred to as “Party” or together as the “Parties”.  This Agreement will become effective on [Month DD, 20YY] (“Effective Date”).

    The Parties are interested in exploring a potential business opportunity (the “Opportunity”).  In order to adequately evaluate whether the Parties would like to pursue the Opportunity, it is necessary for both Parties to exchange certain confidential information.

    IN CONSIDERATION OF disclosing and receiving confidential information, the Parties agree to the following:

    1. 1. Confidential Information

    The confidential information (“Confidential Information”) includes any information that is only known by the disclosing party, and not known by the general public at the time it is disclosed, whether it is in tangible or intangible form, and through whatever means it is disclosed.

    Confidential Information does not include information that:

    1. a. The receiving party lawfully had before the disclosing party actually disclosed it;
    2. b. Is disclosed to the receiving party by a third-party who is not bound by a confidentiality agreement;
    3. c. Becomes available to the general public by no fault of the receiving party; or
    4. d. Is required by law to be disclosed.
    1. 2. Use of Confidential Information

    The receiving party must keep the Confidential Information confidential.  The receiving party will treat the Confidential Information with the same care as it treats its own confidential information.

    The receiving party may disclose the Confidential Information to its personnel on an as-needed basis.  The personnel must be informed that the Confidential Information is confidential and the personnel must agree to be bound by the terms of this Agreement.  The receiving party is liable for any breach of this Agreement by their personnel.

    1. 3. Ownership and Title

    Nothing in this Agreement will convey a right, title, interest, or license in the Confidential Information to the receiving party.  The Confidential Information will remain the exclusive property of the disclosing party.

    1. 4. Return of Confidential Information

    Upon termination of this Agreement, the receiving party must return all tangible materials it has that embody the Confidential Information it received, including all electronic and hard copies.  This includes, but is not limited to, any notes, memos, drawings, summaries, excerpts and anything else derived from the Confidential Information.

    1. 5. Term and Termination

    The term of this Agreement is [number] (#) months from the Effective Date, unless terminated earlier for other reasons available in this Agreement.

    Either Party may end this Agreement at any time by providing a written notice to the other Party.  The Party’s obligation to hold in confidence all Confidential Information received during the term of this Agreement will remain in effect indefinitely.

    1. 6. Remedies

    The Parties agree the Confidential Information is unique in nature and money damages will not adequately remedy the irreparable injury breach of this Agreement may cause the harmed party.  The harmed Party is entitled to seek injunctive relief, as well as any other remedies that are available in law and equity.

    1. 7. Relationship of the Parties
      1. a. No Binding Agreement to Pursue Opportunity.  The Parties agree they are exploring a potential Opportunity and sharing their Confidential Information is not a legal obligation to pursue the Opportunity.  Either Party is free to stop discussions or negotiations related to the Opportunity at any time.
      2. b. No Exclusivity: The Parties understand this Agreement is not an exclusive arrangement.  The Parties agree they are free to enter into other similar agreements with other parties.
      3. c. Independent Contractors. The Parties to this Agreement are independent contractors.  Neither Party is an agent, representative, partner, or employee of the other Party.
      1. 8. General
        1. a. Amendments.  This Agreement may be modified as needed.  To make a modification, the Parties have to agree to the modification in writing in the form of an amendment.  The terms of this Agreement will apply to any amendment made unless otherwise stated in the amendment.
        2. b. Assignment.  The Parties may not assign the responsibilities they have under this Agreement to anyone else.
        3. c. Choice of Law.  This Agreement will be interpreted based on the laws of the State of [State], regardless of any conflict of law issues that may arise.  The Parties agree that any dispute arising from this Agreement will be resolved at a court of competent jurisdiction located in the State of [State].
        4. d. Complete Contract.  This Agreement constitutes the Parties entire understanding of their rights and obligations.  This Agreement supersedes any other written or verbal communications between the Parties.  Any subsequent changes to this Agreement must be made in writing and signed by both Parties.
        5. e. Severability.  If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be enforceable.
        6. f. Waiver.  Neither Party can waive any provision of this Agreement, or any rights or obligations under this Agreement, unless agreed to in writing.   If any provision, right, or obligation is waived, it’s only waived to the extent agreed to in writing.
        1. 9. Notices

        If a Party is required by law to disclose any Confidential Information it has received, it will notify the disclosing party within three (3) business days.

        If a Party loses or fails to maintain confidentiality of any Confidential Information it has received, it will notify the disclosing party within twenty-four (24) hours.  The receiving party will take any and all steps necessary to recover the Confidential Information and prevent further unauthorized use.

        All notices under this Agreement must be sent by email with return confirmation of receipt, or certified or registered mail with return receipt requested.

        Notices should be sent to:

        [Company Name]

        [Customer Name]

        [First Name Last Name]

        [First Name Last Name]

        [Street Address]

        [Street Address]

        [City, State, Zip Code]

        [City, State, Zip Code]

        [Email Address]

        [Email Address]

        [Remainder of this page intentionally left blank.  Signature page follows.]

        Let’s Shake Hands

        Ink is the official handshake of business.  If the Parties agree to the terms of this Agreement, please sign below.

        [Customer Name]

        Signed:         ___________________

        Name:              ___________________

        Title:                ___________________

        Date:                ___________________

        [Company Name]

        Signed:            ___________________

        Name:              ___________________

        Title:                ___________________

        Date:                ___________________

        Related Contracts and Forms: Photography Release Form and Sales Contract Template.