Non-disclosure agreement template

Free Docusign NDA Confidentiality Agreement Template

Use this free NDA template to set the legal boundaries for sharing sensitive material in Australia, ensuring that your trade secrets, financial data, or proprietary processes remain private. A well-drafted NDA is essential for protecting your ideas, business methods, or client information before discussing them with external parties like potential investors, contractors, or partners.

Docusign's non-disclosure agreement template includes the essential components required for a strong unilateral contract. Once the agreement is completed, you can securely share the document via a Docusign envelope to the recipient(s) for electronic signature. The executed NDA is securely stored in your Docusign account for easy access, downloading, or printing.

Overview

In Australia, an NDA is a standard contract that establishes a relationship of confidence between the Disclosing Party and the Receiving Party. To be legally valid, an NDA must meet the essential elements of a contract under Australian law, including a clear intent to be legally bound.

The importance of the NDA lies in its ability to protect information that has significant commercial value to a business, such as intellectual property, ideas, or customer lists. Without a signed NDA in place, it can be difficult to prove a breach of confidence if your non-public information is disclosed.

A common pitfall in Australia is drafting an NDA that is too vague or sets an unreasonable duration, which may make it difficult to enforce in court. This template helps you clearly define both the information being protected and the purpose for which it can be used, ensuring the terms are reasonable and enforceable.

Who It's For

This NDA template is versatile and essential for any Australian individual or business that intends to share sensitive information with an external party:

• Businesses and Startups: To protect trade secrets, product roadmaps, or business plans when pitching to investors or negotiating joint ventures and partnerships.

• Employers: To protect internal secrets and confidential customer data when engaging new employees, contractors, or suppliers.

• Inventors and Designers: To protect unpatented ideas, concepts, or designs before seeking manufacturing quotes or consulting with experts.

Purpose of the Agreement

The primary purpose of the NDA confidentiality agreement template is to set clear restrictions on the use and disclosure of specified information, thereby preserving its confidential nature. The agreement aims to:

• Define and Protect Confidential Information: Clearly establish what constitutes "Confidential Information" (e.g., business plans, trade secrets, customer lists) and set the scope of what the Receiving Party can and cannot do with it.

• Limit Use to a Permitted Purpose: Explicitly state the exact reason for the disclosure, ensuring the information is only used for the agreed-upon activities, such as "evaluating a potential business relationship".

• Establish aTerm: Define the specific duration for which the confidentiality obligations will bind the parties, which can be for a fixed term (e.g., two to five years) or indefinitely for highly sensitive trade secrets.

• Outline Enforcement and Remedies: State that the Disclosing Party can seek legal remedies, such as damages or injunctions (court orders to stop further disclosure), if the terms of the agreement are breached.

Key Clauses and Information

A non-disclosure agreement should contain the following information to protect your interests under Australian law:

• Parties and Purpose: Full legal names and ABN of the Disclosing and Receiving Parties, and a clear description of the Permitted Purpose of the disclosure.

• Definition of Confidential Information: A broad definition with specific examples (e.g., business plans, financial information, customer lists, IP).

• Exclusions: A list of information that is not confidential, such as information that is or becomes publicly known (not due to a breach of the NDA), or information the Receiving Party already lawfully possessed.

• Obligations of the Receiving Party: Requirements to hold the information in strict confidence, use it only for the Permitted Purpose, and take reasonable steps to protect it.

• Mandatory Disclosure: A clause allowing disclosure if required by law or court order, provided the Disclosing Party is given prompt notice and an opportunity to seek legal protection.

• Return or Destruction: The obligation for the Receiving Party to promptly return or destroy all materials containing Confidential Information upon the Disclosing Party's written request.

• Term and Survival: The duration of the agreement, with a provision for confidentiality obligations to survive beyond the termination date.

• Ownership: Acknowledgment that the Confidential Information remains the sole property of the Disclosing Party and that no license or right is granted by implication.

• Governing Law and Jurisdiction: Specifies that the agreement is governed by the laws of a particular Australian State or Territory (e.g., New South Wales).