Free Non-Disclosure Agreement (NDA) Template

An NDA (non-disclosure agreement) is a legal agreement between two parties on the use of confidential information. There are two main parties who are usually involved with an NDA agreement, ‘the owner’ of the data and ‘the recipient’.

A generic NDA will require the recipient of the information to keep it secret and prevent the data from being shared.

This legal document requires the recipient of the information to keep it secret and prevent the data from being shared. This includes making sure that the data is not leaked accidentally.

One of the parties that can form an NDA agreement is the federal government. Completing an NDA with the government must follow the Code of Federal Regulations (48 CFR § 227.7103-7).

Before you start writing your own in-depth confidentiality agreement, it is useful to have a good idea of how your document will look. View our standard sample NDA template below to see how your text should appear once completed.

NDAs are powerful tools. However, they do not give unlimited control over what an employee can say or do.

In certain states, NDA enforceability is limited, such as in California (SB-331) and Washington (RCW 49.44.211).

In these states, employers cannot use an NDA or similar clause to stop workers from talking about unlawful acts in the workplace, including:

• Harassment
• Discrimination
• Retaliation
• Wage and hour violations

Federal labor law (National Labor Relations Act) also restricts how employers can word confidentiality and non-disparagement provisions in severance agreements.

Overly broad NDA clauses may be unenforceable. This includes any clauses that could stop workers from discussing their

• Working conditions
• Pay
• Rights

Before preparing an NDA, it is important to understand the disclosure limitations in your state or jurisdiction. Preparing an NDA without understanding relevant limitations can result in an agreement that is ineffective or, in some cases, entirely unenforceable.

DTSA Whistleblower Immunity Notice

When you create an NDA, you must be aware of how the Defend Trade Secrets Act (DTSA) affects your agreement. In certain situations, you may have to include a DTSA whistleblower immunity notice.

Here's a quick table illustrating what you should know:

An employee Non-Disclosure Agreement is one of the most common types of this document. This type of NDA allows the employee to access confidential information that they agree to keep private.

If the employee releases the confidential information, they may face serious penalties, including a possible lawsuit.

However, NDAs can be used more broadly than that across a number of different circumstances. The importance of a Non-Disclosure Agreement cannot be overstated whenever you plan to:

• Share confidential details with potential investors
• Give user data to external consultants and contractors to improve the performance of your business
• Provide trial data and results to lab staff
• Share sensitive details with a publicist or PR agency in confidence
• Share information with journalists that they agree to keep secret until a certain date

However, it’s also important to be aware of what an NDA cannot do. This document cannot be used to:

• Protect information that is already public
• Cover information that is not explicitly described in the agreement

NDAs will often vary depending on the necessities of the business or individual. Another factor is that data could be exchanged between all parties involved, rather than just simply passed from owner to recipient.

In the context of employment and severance agreements, some states and federal rules limit how far confidentiality and non-disparagement clauses can go. This is the case in states like New York (Gen. Oblig. Law § 5-336(1)), and is also reflected in National Labor Relations Board decisions like McLaren Macomb.

Make sure to look up the specific rules governing the use of NDAs in your state.

In general, there are three main types of NDAs that are used by individuals and businesses. These include:

• Unilateral: In most cases, an NDA will be unilateral. This simply means that there is a one-way exchange of information from the owner to the recipient.
• Bilateral: This is a type of mutual NDA, meaning that the information exchange moves both ways between the parties.
• Multilateral: This rarer form of NDA allows confidential information to be securely disclosed to three or more parties. There can either be one or multiple owners sharing data in this case.

A violation of an NDA occurs when one of the parties leaks information that is meant to stay confidential. If the leaked information qualifies as a trade secret, the party could face serious consequences under the DTSA.

Under this act, you can sue in federal court if someone steals or misuses your trade secret.

You can ask for the money you lost, plus any unfair profit they made. In some cases, they must also cover your attorney's fees.

If the conduct is found to have been willful and malicious, you can sue for up to double this amount.

Standard NDA Breaches

Even standard confidentiality breaches (not trade secrets) may trigger contract remedies (injunctions, damages) under state law.

You can ask a court to order the other party to stop using or disclosing the information and to pay damages for any losses you suffered. Courts may sometimes impose injunctions to prevent the dissemination of confidential information or, in other cases, award monetary damages to compensate the injured party. These penalties can be severe.

In practice, many businesses start with a cease and desist letter that demands the other party stop the breach and fix the situation before going to court.

Writing your own NDA form is not as tricky a process as it may appear. However, you need to make sure that you include all the details necessary to make sure that your confidential information is properly protected.

To function as intended, a confidentiality agreement will need to include the following critical information:

• The names of all parties in the agreement
• Whether the parties are companies or individuals
• Which state’s laws will preside over the NDA (usually the resident state of one of the parties)
• What kind(s) of confidential information is being shared
• The reason for the distribution of this data
• The amount of time the agreement will apply for (the term of disclosure)
• A statement defining how the data may be used appropriately
• Any exclusions to the agreement

As noted above, one of the most important details an NDA needs to clearly define is what kind of confidential information is being shared and legally binds the recipient to its protection. This kind of data could involve:

• Product ideas or inventions
• Private user data
• Business plans and records
• Contract details
• Sales leads and customer data
• Pricing information
• Trade secrets
• Financial data

Follow these instructions to create a well-written Non-Disclosure Agreement. You can also use our free NDA template as a guide when writing your own version of the document.

Disclosing and Parties

The beginning of your document establishes who the parties are in the agreement. In a unilateral agreement, there are 2 types of parties:

• Disclosing party: The one sharing information
• Receiving party: The one who receives the information

In a mutual agreement, both are disclosing and receiving. This part gives information about the person or business involved.

NDA Recitals

This part explains that both parties want to begin a possible business opportunity of mutual interest. The opportunity may involve confidential information regarding products or data, and the receiving party cannot share this information.

Signatures

The agreement must have the signatures of the parties and representatives. With the signatures, it becomes a legally binding document.

Using a pre-prepared NDA template can help speed up the process of writing your own document.

This can help by laying out the key elements you’ll need to successfully protect your confidential information by allowing you to add the specific details of your case to each essential section.

Lawdistrict’s step-by-step form can help you through each part of the process. It will help you address the most important considerations on your document and create a professional and useable printable PDF of your NDA.

Once written, you can have it reviewed by a legal professional to guarantee it has been created correctly.

Any violation of a trade secret that is done in more than 1 state can be brought to trial in federal court.

If it is done in only a single state, you must check the laws of that state before proceeding with the legal process.

Refer to the table below to review the Trade Secret Act of your state.

A Non-Compete Agreement is a document that’s similar to an NDA. They complete a similar function, but they are not identical.

Here are the differences and similarities between the 2 agreements.

Employers can use both of these agreements to their advantage to prevent important information from getting out.

As with a non-disclosure agreement, some states prohibit or limit the use of a non-compete agreement, so it is important to consider the law in your jurisdiction when determining whether a non-compete agreement is effective or legal.

Concerning the privacy of your most important information, there is a document that you can use if your Confidentiality Agreement is violated.

If your Non-Disclosure Agreement was not respected by another party, you can use a Cease and Desist Letter.

This prevents the other party from continuing to break the agreement and if they do not, you can file a lawsuit.

In addition, other useful documents can be used in similar circumstances.

• Employment Contract
• Purchase Agreement
• Consulting Agreement
• Confidentiality Agreement
• Privacy Policy

Lawdistrict has information and templates to use for any of these legal circumstances.