A non-disclosure agreement protects information the parties share before or alongside a deal. "Mutual" means both sides disclose; one-way means only one does. Sign it first — everything else can reference it.
What's inside
DefinitionsSets the meaning of the key terms so the rest of the document is precise.
Confidentiality obligationsThe core promise: keep the information secret, use it only for the agreed purpose, and limit who sees it.In negotiation: Resist 'residuals' clauses that let the recipient reuse whatever their team remembers — they hollow out the NDA.
ExclusionsCarves out information that isn’t really secret — already public, already known, or legally required to be disclosed.
Return or destruction of materialsRequires the recipient to give back or delete the information when the deal ends.
Term and terminationHow long the agreement lasts and how to end it.In negotiation: Watch auto-renewal windows — a 60-day opt-out on a 12-month term is easy to miss. Symmetric termination-for-convenience is the fair default.
No licence or warrantyClarifies that sharing information grants no ownership or licence, and comes with no guarantee it’s accurate.
Governing law and jurisdictionChooses which country’s law applies and which courts decide disputes.In negotiation: Pick a forum where you could actually afford to sue — a 'won' clause naming a court you'll never travel to is a loss.
How this template is reviewed
Drafted Template v1 · June 2026
Written in plain language and self-checked against comparable open standards where they exist. Independent review is pending. Every export is stamped with the template ID and version it came from. A status is never claimed until the work behind it has happened.