If you’re working on a new project, or have information that you want to keep confidential, you may need to create a Non-disclosure agreement (NDA). NDAs are important legal documents that protect your intellectual property and confidential information. In this blog post, we will discuss what NDAs are, when you should use them, how to create them, and the benefits of doing so. We will also provide a free sample NDA for you to download and use!
What is a Non-Disclosure Agreement (NDA)?
A Non-Disclosure Agreement (NDA) is a contract used to protect confidential information. The purpose of an NDA is to prevent the disclosure of confidential information by one party to another. Confidential information may include trade secrets, proprietary information, or any other type of information that could give one party an advantage over another.
An NDA can be used in a variety of situations, such as when two companies are considering doing business together, or when one company is considering hiring another company to provide services. NDAs can also be used between individuals, such as when someone is considering investing in a new business venture.
How to create a NDA?
Creating an NDA is generally a straightforward process, but there are a few things to keep in mind. First, it’s important to make sure that the parties involved understand what information is considered confidential and what isn’t. Second, the NDA should be clear and concise, and easy for everyone to understand.
Here are a few tips on how to create an NDA:
- Start by clearly defining what information is considered confidential. This will help ensure that everyone understands what needs to be protected.
- Keep the language of the agreement simple and easy to understand. Avoid using legal jargon as much as possible.
- Make sure all parties involved understand their obligations under the agreement. Be sure to have each party sign and date the agreement.
- Keep a copy of the agreement on file for your records.
If you need help creating an NDA, there are plenty of templates and samples available online. Do some research to find one that best suits your needs. And remember, an NDA is only as good as its enforceability. So be sure to consult with a lawyer before signing any agreements.
When Should You Use?
There are many circumstances when you might want to have an NDA in place. Here are a few examples:
- You’re about to share confidential information with a potential business partner.
- You’re working on a new product or service and need to keep the details under wraps.
- You’re hiring a freelance worker and need to protect your company’s trade secrets.
If you find yourself in any of these situations, an NDA can help you keep your confidential information safe. But remember, NDAs only work if they’re enforceable. So be sure to consult with a lawyer before signing any agreement.
What are the benefits?
There are a few benefits to using an NDA template:
- It can save you time. drafting and negotiating an NDA from scratch can be a time-consuming process. If you use a template, you can simply fill in the blanks and have your agreement ready to go in no time.
- It can save you money. Hiring a lawyer to draft an NDA for you can be expensive. If you use a template, you can create your agreement without incurring any legal fees.
- It can help ensure that your agreement is legally binding. A well-drafted NDA template will include all of the necessary provisions to make sure that your agreement holds up in court, if it ever comes to that.
- It can help you avoid potential disputes. By having a clear, concise agreement in place, you and the other party will know exactly what is expected of each of you. This can help prevent misunderstandings and disagreements down the road.
Types of Non-Disclosure Agreements
There are two main types of NDAs: unilateral and bilateral. A unilateral NDA is between one party and another, while a bilateral NDA is between two parties. The type of NDA you use will depend on the situation.
If you’re only sharing information with one other person, then a unilateral NDA is probably all you need. However, if you’re sharing information with multiple people or organizations, then a bilateral NDA may be a better option. This is because it provides more protection for your confidential information.
This Nondisclosure Agreement or ("Agreement") has been entered into on the date of ______________________________ and is by and between: Party Disclosing Information: ______________________________ with a mailing address of ____________________________________________________________ (“Disclosing Party”). Party Receiving Information: ______________________________ with a mailing address of ____________________________________________________________ (“Receiving Party”). For the Purpose of Prevention of Disclosure of Confidential Information as defined below. RECITALS A. The Disclosing Party desires to disclose to the Receiving Party certain proprietary and confidential information and materials relating to Disclosing Party’s business (“Confidential Information”). B. The Receiving Party desires to receive and use such Confidential Information in order to evaluate the possibility of a business relationship with the Disclosing Party. C. Both parties agree that such Confidential Information is unique, proprietary, and valuable to the Disclosing Party, and both parties wish to protect such Confidential Information from unauthorized use or disclosure. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and intending to be legally bound hereby, the parties agree as follows: Confidentiality. The Receiving Party hereby agrees: (i) to hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party; (ii) to 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; and (iii) not to use for Receiving Party's 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. The obligations set forth in this Section 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. Receiving Party may disclose Confidential Information of Disclosing Party if required to do so by a court or other governmental body; provided, however, that Receiving Party shall give Disclosing Party reasonable prior written notice of such compelled disclosure and shall reasonably cooperate with Disclosing Party, at Disclosing Party's request and expense, in any effort to obtain an order or other appropriate relief for the protection of Confidential Information. 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. This Agreement may not be amended except in writing signed by both parties. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties. This is an agreement between Disclosing Party, with a mailing address of ____________________________ ("Disclosing Party"), and Receiving Party, with a mailing address of ____________________________ ("Receiving Party"). For good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows: 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 writing indicating that such oral communication constituted Confidential Information. 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. Obligations of Receiving Party. ReceivingParty shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the DisclosingParty. Under no circumstances whatsoever shall any ConfidentialInformation be disclosed to any person, firm, corporation, or other entity without the prior written consent of DisclosingParty. 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 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. 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. This is a legally binding agreement between the parties entered into on the date of electronic acceptance. Both parties have read and understand this agreement and agree to be bound by its terms. This agreement supersedes all prior agreements, whether oral or written, regarding the subject matter contained herein. If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may not be amended except in writing signed by both parties. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement sets forth the entire understanding of the parties with respect to its subject matter and supersedes all prior agreements, whether written or oral. Each party acknowledges that no reliance is placed on any representation made but not contained in this Agreement. Nothing in this Agreement is intended to confer on any third party any benefit or right to enforce any term of this Agreement. Neither party may assign any rights or delegate any obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld; any attempted assignment or delegation in contravention of this section shall be void. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which taken together will form one instrument. This agree The undersigned have read and understand this agreement and agree to be bound by its terms. _____________________________ _______________________ Party One signature Party One printed name Date: ___________________ Date: ____________________ Party Two signature Party Two printed name Date: ___________________ Date: ____________________