“Non-Disclosure Agreement (NDA) Template: Key Clauses, and Free Guide.”

NON DISCLOSURE AGREEMENT

1. Introduction & Agreement Overview

This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [Date], by and between:

• Disclosing Party: [Company Name], a legally registered entity under the laws of [Jurisdiction], with its principal place of business at [Company Address], hereinafter referred to as the “Disclosing Party” or “Employer.”
• Receiving Party: [Employee Name], an individual residing at [Employee Address], holding [Employee’s Nationality] citizenship and identification number [ID/Passport Number], hereinafter referred to as the “Receiving Party” or “Employee.”

This Agreement establishes the Receiving Party’s obligation to protect and maintain confidentiality regarding sensitive, proprietary, and non-public information disclosed by the Disclosing Party.

2. RECITALS

WHEREAS, the Disclosing Party possesses confidential, proprietary, and trade secret information that is valuable to its business operations, including but not limited to intellectual property, financial data, business strategies, and client relationships;

WHEREAS, the Receiving Party, in the course of employment (or business relationship, if applicable), will have access to certain Confidential Information belonging to the Disclosing Party;

WHEREAS, the Disclosing Party desires to ensure that all Confidential Information remains protected and not disclosed to any unauthorized individuals or third parties;

WHEREAS, the Receiving Party acknowledges that access to such information is granted solely for legitimate business purposes and agrees to maintain strict confidentiality regarding such materials;

WHEREAS, the parties mutually agree that disclosure or misuse of Confidential Information would cause irreparable harm to the Disclosing Party, including financial loss, reputational damage, and competitive disadvantages;

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, and intending to be legally bound, the parties agree as follows:

CLAUSE 3: DEFINITIONS AND SCOPE OF CONFIDENTIAL INFORMATION

3.1 Definitions

For the purposes of this Agreement, the following definitions apply:

1. “Confidential Information” – Any non-public, proprietary, or sensitive information disclosed by the Disclosing Party to the Receiving Party, regardless of its form (written, oral, digital, or other means).
2. “Trade Secrets” – Business methods, operational processes, formulas, designs, algorithms, or proprietary data that provide the Disclosing Party with a competitive advantage.
3. “Intellectual Property (IP)” – Patents, copyrights, trademarks, software, proprietary research, and business innovations belonging to the Disclosing Party.
4. “Business Information” – Financial records, revenue forecasts, investor data, contracts, and legal agreements related to the Disclosing Party’s operations.
5. “Third-Party Information” – Confidential details received from vendors, suppliers, clients, investors, or partners that the Disclosing Party is obligated to protect.
6. “Public Domain” – Information that is already publicly available without breach of any confidentiality obligation.
7. “Unauthorized Use” – Any access, disclosure, sharing, copying, or distribution of Confidential Information outside of permitted business purposes.
8. “Employer’s Property” – Any tangible or digital equipment, documents, storage systems, or networks used to store Confidential Information.

3.2 Scope of Confidential Information

Confidential Information includes, but is not limited to:

A. Business & Financial Information

• Company financial statements, tax records, business plans, investor data, and market research reports.
• Pricing structures, revenue models, profit margins, and investment strategies.

B. Trade Secrets & Intellectual Property

• Proprietary software, algorithms, source codes, manufacturing processes, and technical innovations.
• Patents, copyrighted materials, research data, formulas, and blueprints.

C. Operational & Strategic Data

• Supply chain logistics, workflow procedures, internal policies, and strategic goals.
• Expansion plans, cost structures, and vendor agreements.

D. Customer & Vendor Information

• Client lists, purchasing trends, pricing terms, and partnership details.
• Confidential agreements with suppliers, contractors, and service providers.

E. Employee & HR Records

• Salaries, personal employee information, recruitment strategies, and performance evaluations.
• Internal investigations, disciplinary actions, and workforce planning data.

F. Marketing & Sales Strategies

• Advertising budgets, branding initiatives, sales forecasts, and promotional techniques.
• Competitive analysis, digital campaigns, and customer engagement metrics.

3.3 Exclusions from Confidential Information

Confidential Information does not include information that:

1. Is publicly available at the time of disclosure without breach of this Agreement.
2. Becomes publicly known after disclosure through no wrongful act of the Receiving Party.
3. Is lawfully received from a third party without any confidentiality obligations.
4. Is independently developed by the Receiving Party without using Confidential Information from the Disclosing Party.

3.4 Protection of Confidential Information

The Receiving Party agrees to:

1. Maintain strict confidentiality of all Confidential Information during and after the term of this Agreement.
2. Use such information solely for work-related purposes as directed by the Disclosing Party.
3. Prevent unauthorized access to Confidential Information by properly securing physical and digital materials.

The Receiving Party shall not, without prior written approval from the Disclosing Party:

1. Disclose, share, or distribute Confidential Information to third parties, including competitors or media.
2. Copy, modify, or replicate Confidential Information except for business-related needs.
3. Store or transmit Confidential Information on personal devices, cloud storage, or unauthorized media.

CLAUSE 4: OBLIGATIONS OF THE RECEIVING PARTY

4.1 Duty to Maintain Confidentiality

1. The Receiving Party agrees to maintain absolute confidentiality of all Confidential Information disclosed by the Disclosing Party, both during and after the term of this Agreement.
2. The Receiving Party shall not, at any time, whether during or after their relationship with the Disclosing Party:
   • Use Confidential Information for personal benefit, financial gain, or competitive advantage.
   • Disclose, share, or transmit Confidential Information to unauthorized individuals or third parties.
   • Remove, copy, store, or transfer Confidential Information outside of the Employer’s approved systems without explicit written consent.

4.2 Permissible Use of Confidential Information

1. The Receiving Party may use Confidential Information only for the following permitted purposes:
   • Completing assigned duties and work-related tasks.
   • Engaging in company-approved projects, research, and strategic initiatives.
   • Collaborating with authorized team members, supervisors, or departments.
2. The Receiving Party shall follow all security measures, IT policies, and confidentiality protocols to prevent accidental disclosure.

4.3 Restrictions on Third-Party Disclosures

1. The Receiving Party shall not disclose Confidential Information to:
   • Competitors, suppliers, vendors, or external consultants without written authorization.
   • Media representatives, journalists, bloggers, or social media platforms.
   • Family members, friends, or any unauthorized individuals.
2. If the Receiving Party is legally required to disclose Confidential Information (e.g., by court order, subpoena, or regulatory authority request), they must:
   • Immediately notify the Disclosing Party before making any disclosure.
   • Provide the Disclosing Party with a copy of the legal request.
   • Allow the Disclosing Party to take necessary legal action to limit or prevent disclosure.

4.4 Safeguarding Confidential Information

1. The Receiving Party must take reasonable steps to secure Confidential Information, including:
   • Using password-protected, encrypted, or secure networks for digital files.
   • Storing physical documents in locked cabinets or restricted access areas.
   • Avoiding discussions of Confidential Information in public or unsecured digital channels.
2. If Confidential Information is lost, stolen, or accessed by an unauthorized party, the Receiving Party must:
   • Immediately report the incident to the Disclosing Party.
   • Cooperate fully in any investigation or corrective action.

4.5 Prohibited Actions

The Receiving Party shall not:

1. Use Confidential Information to compete with the Disclosing Party or assist a competing business.
2. Transfer, download, or store company data on personal devices, personal email accounts, cloud storage, or unauthorized systems.
3. Retain, copy, or disclose Confidential Information after the termination of their relationship with the Disclosing Party.

4.6 Obligation After Agreement Termination

1. The Receiving Party’s confidentiality obligations continue indefinitely, even after the expiration or termination of this Agreement.
2. Upon termination, the Receiving Party must:
   • Return or delete all Confidential Information as per Clause 5.
   • Cease all access to and use of Confidential Information in any capacity.
   • Not disclose or use Confidential Information in future employment, consulting work, or business activities.

CLAUSE 5: RETURN AND DELETION OF CONFIDENTIAL INFORMATION

5.1 Obligation to Return Confidential Materials

1. Upon termination of employment, business relationship, or at the request of the Disclosing Party, the Receiving Party shall immediately return all Confidential Information, including but not limited to:
   • Physical documents, reports, manuals, and internal records.
   • Digital files, emails, databases, and software containing Confidential Information.
   • Hardware, storage devices, or equipment issued by the Disclosing Party (e.g., laptops, USB drives, external hard drives).
   • Access credentials, security tokens, and company-issued identification cards.
2. The Receiving Party shall certify in writing that all Confidential Information in their possession has been returned or permanently deleted and that no copies (physical or digital) have been retained.

5.2 Deletion of Electronic Records

1. The Receiving Party shall:
   • Permanently delete all Confidential Information stored on personal devices, personal emails, and cloud storage.
   • Remove any saved passwords or login credentials related to company systems.
   • Ensure all data is wiped from personal cloud storage (Google Drive, Dropbox, iCloud, etc.).
2. The Disclosing Party reserves the right to conduct an IT security review to verify compliance with data deletion requirements.

5.3 Revocation of Access

1. The Disclosing Party reserves the right to immediately revoke all access to company systems, databases, proprietary software, and internal networks upon:
   • Termination of employment or contract.
   • Suspension or reassignment of duties.
   • Suspected breach of this Agreement.
2. The Receiving Party shall not attempt to access, retrieve, or use Confidential Information after leaving the company or completing their contractual obligations.

5.4 Certification of Compliance

1. The Receiving Party shall sign a Confidential Information Compliance Certificate confirming that:
   • All Confidential Information has been returned or deleted.
   • No copies or derivative materials have been retained.
   • The Receiving Party understands their continuing confidentiality obligations after termination.
2. If the Receiving Party fails to comply, the Disclosing Party may take legal action to recover Confidential Information and seek damages.

CLAUSE 6: NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION

6.1 Non-Disclosure Obligations

1. The Receiving Party agrees not to disclose, share, or make available Confidential Information to any unauthorized individual or entity during or after the term of this Agreement.
2. The Receiving Party shall take all reasonable precautions to prevent:
   • Accidental or intentional disclosure of Confidential Information.
   • Unauthorized individuals from accessing, viewing, or obtaining Confidential Information.
   • Discussing Confidential Information in public places or unsecured digital environments.

6.2 Non-Use of Confidential Information

1. The Receiving Party shall not use Confidential Information for:
   • Personal benefit or financial gain.
   • Any business purpose unrelated to the Disclosing Party.
   • Assisting or advising competitors, vendors, or third parties.
2. The Receiving Party acknowledges that all Confidential Information remains the sole property of the Disclosing Party and must not be repurposed, altered, or applied for any use outside of its intended business function.

6.3 Permitted Disclosures (If Legally Required)

1. If the Receiving Party is legally required to disclose Confidential Information (e.g., through a court order, subpoena, or regulatory demand), they must:
   • Notify the Disclosing Party in writing immediately.
   • Provide the Disclosing Party with a copy of the legal request.
   • Allow the Disclosing Party to take necessary legal actions to object, limit, or prevent disclosure.
2. If disclosure is unavoidable, the Receiving Party must:
   • Disclose only the minimum required information as per legal obligations.
   • Ensure that confidentiality protections remain in place whenever possible.

6.4 Third-Party Confidentiality Agreements

1. The Receiving Party shall not enter into any agreements, contracts, or discussions that involve sharing Confidential Information with third parties without prior written approval from the Disclosing Party.
2. If disclosure to a third party is necessary for a business project, vendor agreement, or strategic partnership, the Receiving Party must:
   • Ensure the third party signs a separate Non-Disclosure Agreement (NDA).
   • Limit disclosure to only necessary details.

6.5 Protection of Confidential Information in Remote Work (If applicable)

1. If the Receiving Party works remotely, they must:
   • Use only company-approved devices to access Confidential Information.
   • Ensure private and secure working conditions to prevent unauthorized access.
   • Avoid using public Wi-Fi networks without VPN security.
2. The Disclosing Party reserves the right to audit the Receiving Party’s data handling practices to ensure compliance with confidentiality obligations.

6.6 Post-Termination Non-Disclosure Period

1. The Receiving Party acknowledges that their non-disclosure obligations continue indefinitely after this Agreement terminates, including:
   • Not disclosing or using Confidential Information for future employment, consulting work, or business ventures.
   • Not referencing, repurposing, or otherwise exploiting Confidential Information.
2. Any breach of this obligation will result in legal consequences, financial damages, or injunctive relief.

CLAUSE 7: NON-COMPETE AND NON-SOLICITATION

7.1 Non-Compete Obligation

1. The Receiving Party agrees that for a period of [Number] months/years after the termination of their relationship with the Disclosing Party, they shall not:
   • Directly or indirectly engage in, own, manage, operate, be employed by, consult for, or provide services to a business that competes with the Disclosing Party.
   • Develop, market, sell, or promote products/services substantially similar to or derived from those of the Disclosing Party.
   • Work within the same industry, sector, or geographic region where the Disclosing Party operates ([Define Geographic Scope, e.g., nationwide, specific city, etc.]).
2. The Receiving Party acknowledges that:
   • This restriction is reasonable and necessary to protect the Disclosing Party’s business interests, trade secrets, and goodwill.
   • If the Receiving Party wishes to work for a potentially competing entity, they must obtain prior written consent from the Disclosing Party.

7.2 Exceptions to Non-Compete

1. This clause shall not apply if:
   • The Receiving Party is engaged in a different role that does not involve direct competition.
   • The competing company operates in a different geographic area where the Disclosing Party has no presence.
   • The Receiving Party receives a waiver in writing from the Disclosing Party.

7.3 Non-Solicitation of Clients & Employees

1. The Receiving Party agrees that for a period of [Number] months/years after termination, they shall not:
   • Solicit, approach, or attempt to conduct business with any of the Disclosing Party’s existing or past clients/customers.
   • Persuade, recruit, or hire current or former employees, contractors, or consultants of the Disclosing Party.
   • Use insider knowledge of the Disclosing Party’s pricing, strategies, or client relationships to gain a competitive advantage.
2. The Receiving Party further agrees not to interfere with the Disclosing Party’s relationships with:
   • Vendors, suppliers, partners, and investors.
   • Service providers or third-party consultants associated with the Disclosing Party.

7.4 Duration and Enforceability

1. The restrictions under this clause shall remain effective for [Timeframe] after termination and enforceable within [Defined Region].
2. If a court finds this restriction overly broad or unenforceable, it shall be reduced to the maximum enforceable scope permitted by law.

7.5 Remedies for Violation

1. If the Receiving Party breaches this clause, the Disclosing Party may seek:
   • Injunctive relief to prevent further violations.
   • Financial damages for lost business or harm caused.
   • Contractual penalties as specified in this Agreement.
2. The Receiving Party shall be responsible for all legal fees and costs incurred in enforcing this clause.

CLAUSE 8: ENFORCEMENT, REMEDIES, AND GOVERNING LAW

8.1 Enforcement of Confidentiality Obligations

1. The Receiving Party acknowledges that:
   • Any breach of this Agreement may cause irreparable harm to the Disclosing Party.
   • Monetary damages alone may not be sufficient to compensate the Disclosing Party for such a breach.
2. In case of an actual or suspected breach of confidentiality, the Disclosing Party has the right to:
   • Seek an injunction or court order to prevent further disclosure or misuse of Confidential Information.
   • Recover financial damages, including lost profits or harm caused by the Receiving Party’s actions.
   • Terminate any ongoing business relationships or contracts with the Receiving Party.

8.2 Reporting Unauthorized Disclosure or Misuse

1. If the Receiving Party becomes aware of any unauthorized disclosure, access, or use of Confidential Information, they must:
   • Immediately notify the Disclosing Party in writing.
   • Provide full details of the suspected or confirmed breach.
   • Cooperate fully with the Disclosing Party’s investigation and any remedial measures.

8.3 Governing Law & Jurisdiction

1. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].
2. Any disputes, claims, or legal proceedings arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction], unless both parties agree to alternative dispute resolution.

8.4 Dispute Resolution (If Applicable)

1. The parties agree to attempt to resolve disputes through:
   • Good-faith negotiations before taking legal action.
   • Mediation or arbitration as per the Disclosing Party’s policies.
   • Litigation only as a last resort.
2. The costs of mediation or arbitration shall be shared equally unless otherwise determined by the arbitrator.

8.5 Severability Clause

1. If any provision of this Agreement is found to be unenforceable, invalid, or illegal, it shall not affect the enforceability of the remaining provisions.
2. The affected provision shall be modified to the maximum legally permissible extent while maintaining its original intent.

8.6 Waiver of Rights

1. Failure by the Disclosing Party to enforce any term of this Agreement shall not be considered a waiver of their rights to enforce it in the future.
2. A waiver must be expressly stated in writing and signed by the waiving party.

8.7 Survival of Confidentiality Obligations

1. The Receiving Party’s confidentiality obligations continue indefinitely beyond the termination of this Agreement.
2. Any breach after the Agreement ends shall still be subject to legal enforcement and potential financial penalties.

8.8 Attorney’s Fees and Legal Costs

1. If the Disclosing Party successfully enforces this Agreement through legal action, the Receiving Party shall be responsible for all attorney’s fees, court costs, and other related legal expenses.

CLAUSE 9: TERMINATION AND SURVIVAL OF OBLIGATIONS

9.1 Termination of Agreement

1. This Agreement shall remain in effect for the duration of the business relationship, employment, or contractual engagement between the Disclosing Party and the Receiving Party.
2. The Disclosing Party may terminate this Agreement at any time if:
   • The Receiving Party is no longer employed or engaged in any capacity.
   • The Receiving Party no longer requires access to Confidential Information.
   • Both parties mutually agree to terminate the confidentiality obligations in writing.

9.2 Survival of Confidentiality Obligations

1. The Receiving Party acknowledges that the obligation to maintain confidentiality does not expire upon termination of this Agreement.
2. The following obligations shall remain in effect even after the termination of this Agreement:
   • Non-Disclosure of Confidential Information (Clause 6): Continues indefinitely unless the information becomes public through legal means.
   • Non-Compete and Non-Solicitation Restrictions (Clause 7): Remains in effect for [Number] months/years after termination.
   • Return and Deletion of Confidential Information (Clause 5): The Receiving Party must comply immediately upon termination.
   • Intellectual Property Rights: Any intellectual property created by the Receiving Party during their engagement remains the property of the Disclosing Party, even after the termination of this Agreement.

9.3 Termination Due to Breach

1. If the Receiving Party breaches any term of this Agreement:
   • The Disclosing Party may immediately terminate any employment, contract, or business relationship with the Receiving Party.
   • The Disclosing Party reserves the right to seek legal action, financial damages, and an injunction against further disclosure or misuse of Confidential Information.

9.4 Post-Termination Compliance

1. After termination, the Receiving Party must:
   • Cease all access to and use of Confidential Information.
   • Not engage in competitive activities as outlined in the Non-Compete Clause (Clause 7).
   • Refrain from contacting or soliciting clients, employees, or business associates of the Disclosing Party.
2. The Receiving Party may be required to sign a Compliance Certification confirming that they have returned or deleted all Confidential Information.

CLAUSE 10: GENERAL PROVISIONS

10.1 Entire Agreement

1. This Agreement constitutes the entire understanding between the Disclosing Party and the Receiving Party regarding confidentiality and related obligations.
2. It supersedes any prior agreements, representations, or understandings, whether written or oral, relating to confidentiality between the parties.
3. No additional terms or conditions shall be binding unless agreed upon in writing and signed by both parties.

10.2 Amendments & Modifications

1. Any amendments, modifications, or changes to this Agreement must:
   • Be made in writing.
   • Be signed by both the Disclosing Party and the Receiving Party.
2. No verbal agreements or informal discussions shall alter the terms of this Agreement unless formally documented.

10.3 Severability

1. If any provision of this Agreement is found to be unenforceable, invalid, or illegal, it shall not affect the enforceability of the remaining provisions.
2. The affected provision shall be modified to the maximum legally permissible extent while maintaining its original intent.
3. If a provision cannot be modified, it shall be severed, and the remaining provisions shall continue in full effect.

10.4 Waiver

1. Failure by the Disclosing Party to enforce any term of this Agreement shall not be considered a waiver of their rights to enforce it in the future.
2. A waiver must be expressly stated in writing and signed by the waiving party.

10.5 Assignment & Transfer

1. The Receiving Party may not assign or transfer their rights and obligations under this Agreement to another party without prior written consent from the Disclosing Party.
2. The Disclosing Party reserves the right to assign, transfer, or delegate its rights and obligations under this Agreement to another entity, including a subsidiary, affiliate, or successor.

10.6 Force Majeure

1. Neither party shall be liable for failure to perform obligations under this Agreement if prevented due to unforeseen circumstances beyond their control, including but not limited to:
   • Natural disasters (earthquakes, floods, hurricanes).
   • War, terrorism, or political unrest.
   • Governmental actions, regulatory changes, or pandemics.
   • Power failures, cyber-attacks, or major infrastructure breakdowns.
2. If a force majeure event persists for more than [Number] days, either party may terminate this Agreement with written notice.

10.7 Notices & Communication

1. All notices, requests, and formal communications under this Agreement shall be:
   • In writing.
   • Sent via registered mail, email, or courier to the addresses provided by each party.
2. Notice shall be deemed received:
   • By mail: After [Number] business days from the date of dispatch.
   • By email: Upon acknowledgment of receipt or [Number] business days after being sent.

10.8 Survival of Confidentiality Obligations

1. The following provisions shall survive termination of this Agreement:
   • Confidentiality & Non-Disclosure (Clause 6) – Indefinitely, unless the information becomes public through legal means.
   • Non-Compete & Non-Solicitation (Clause 7) – For the duration specified in the Agreement.
   • Return & Deletion of Confidential Information (Clause 5) – Enforceable immediately upon termination.
   • Legal Remedies & Dispute Resolution (Clause 8) – Until any claims are fully settled.

10.9 Counterparts & Electronic Signatures

1. This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which together constitute the same document.
2. This Agreement may be signed electronically and shall be deemed legally valid under [Applicable Electronic Signature Laws].

10.10 Acknowledgment & Acceptance

By signing this Agreement, both parties confirm that:

1. They have read and understood the terms of this Agreement.
2. They have had the opportunity to seek legal advice before signing.
3. They voluntarily agree to be bound by the terms stated herein.

SIGNATURES & ACCEPTANCE

Disclosing Party:
[Disclosing Party’s Name]
[Company Name]
[Company Address]
[Date]
Signature: ______________________

Receiving Party:
[Receiving Party’s Name]
[Receiving Party’s Address]
[Date]
Signature: ______________________