Free Non-Disclosure Agreement (NDA) Template

STANDARD (UNILATERAL) NDA

This Non-Disclosure Agreement ("Agreement") is entered into as of _______________ ("Effective Date"), by and between:

The Parties agree as follows:

1. PURPOSE

The purpose of this Agreement is to protect Confidential Information disclosed in connection with: _______________.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, or by inspection of tangible objects, including but not limited to:

(a) Trade secrets, inventions, patents, copyrights, and other intellectual property;

(b) Business plans, strategies, financial data, and projections;

(c) Customer lists, supplier lists, and pricing information;

(d) Technical data, designs, specifications, algorithms, and source code;

(e) Marketing plans, sales data, and competitive analyses;

(f) Employee information and organizational data;

(g) Any other information designated as "Confidential" at the time of disclosure.

Confidential Information does NOT include information that:

(a) Is or becomes publicly available through no fault of the Receiving Party;

(b) Was known to the Receiving Party before disclosure, without obligation of confidentiality;

(c) Is independently developed by the Receiving Party without use of the Confidential Information;

(d) Is disclosed to the Receiving Party by a third party without obligation of confidentiality.

3. OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to:

(a) Hold all Confidential Information in strict confidence;

(b) Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party;

(c) Use Confidential Information solely for the purpose described in Section 1;

(d) Protect Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

(e) Limit access to Confidential Information to those employees, agents, or contractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein.

4. TERM

This Agreement shall remain in effect for a period of _______________ year(s) from the Effective Date. The obligations of confidentiality shall survive for a period of _______________ year(s) after the termination or expiration of this Agreement.

5. RETURN OF INFORMATION

Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information, including all copies, notes, summaries, and extracts thereof, and shall certify in writing that it has done so.

6. NO LICENSE

Nothing in this Agreement grants the Receiving Party any rights in or to any Confidential Information, except the limited right to use it for the purpose specified in Section 1.

7. REMEDIES

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of _______________, without regard to its conflict of laws provisions.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements. This Agreement may be amended only by a written instrument signed by both Parties.

10. SIGNATURES

DISCLAIMER: This document is provided for informational purposes only and does not

constitute legal advice. Laws vary by state and locality and are subject to change.

This template is intended to comply with _______________ law as of 2026.

You are strongly encouraged to consult with a licensed attorney in your jurisdiction

before executing this or any legal document.

Generated by [Site Name] on March 9, 2026.