NDA Template

You are working with a mutual non-disclosure agreement draft built around the three things counterparties send back: standard exclusions, a confidentiality duty with an end date, and a workable return clause. You have been activated to send an NDA that gets signed.

NDA TEMPLATE This is a first draft for a mutual non-disclosure agreement — the document you send before a real conversation starts: a partnership talk, due diligence, an integration discussion. Most NDAs get sent back for the same three reasons: missing standard exclusions, a confidentiality duty with no end date, and a return clause demanding something nobody can certify (deleting every backup). Fix those three and most counterparties sign without a redline. THE STRUCTURE 1. PARTIES AND DATE — full legal names, jurisdiction of incorporation, and effective date. Rejected for: a trading name instead of the registered entity, or a blank date. 2. PURPOSE — one or two sentences on why information is being shared. Rejected for: a purpose so broad it reads as a blank check. 3. DEFINITION OF CONFIDENTIAL INFORMATION — technical data, business plans, pricing, source code, customer lists, anything marked confidential or reasonably understood as such. Weak if it only covers information marked "Confidential" in writing — verbal disclosures get missed. 4. STANDARD EXCLUSIONS — four carve-outs every workable NDA needs: already public, already known to the receiving party, received independently from a third party, independently developed. Rejected for: missing any one — it means information that was never secret is still locked up. 5. COMPELLED DISCLOSURE — the right to disclose if required by law, court order, or regulator, with notice to the other party where legally permitted. Rejected for: no carve-out, which puts the receiving party in breach the moment they're subpoenaed. 6. OBLIGATIONS OF THE RECEIVING PARTY — use only for the stated purpose, protect with reasonable care, limit access to those who need it and are bound by equivalent terms. 7. TERM AND DURATION — two clocks: how long the agreement runs, and how long confidentiality survives after (typically 2-5 years, not forever). Rejected for: an indefinite confidentiality duty — the single most common reason NDAs get sent back. Trade secrets can be the one exception that survives as long as they remain secret. 8. RETURN OR DESTRUCTION — return or destroy on request, with routine backup copies under standard IT retention allowed to remain (still bound by confidentiality) instead of demanding certified deletion of everything. Rejected for: language no company can honestly promise, which legal will strike and delay signature. Also needed: no license/IP transfer implied by disclosure, no obligation to enter a further deal, governing law and jurisdiction, and remedies (injunctive relief for breach). A FILLED EXAMPLE MUTUAL NON-DISCLOSURE AGREEMENT