Non-Disclosure Agreement template

Free Non-Disclosure Agreement (NDA) Template in Docusign

Whether you are engaging in discussions for a potential business relationship or collaborating on a new product, a clear NDA contract template is essential to protect your proprietary information. Docusign offers a free, editable Non-Disclosure Agreement that you can complete and sign electronically online.

• Click here to open the free template in your Docusign account or with a Docusign trial.

• This template requires the full legal names, registration numbers, and addresses of both companies (the Disclosing Party and the Receiving Party).

• The template is a mutual agreement, meaning both parties are protected when sharing information for the stated "Permitted Purpose".

• Once completed and signed by the authorised representatives, the document is securely stored in your Docusign account and available for download or printing.

Overview of the Non-Disclosure Agreement

This confidentiality agreement is a reciprocal arrangement designed to facilitate the sharing of "Confidential Information" between the Disclosing Party and the Receiving Party for a specific "Permitted Purpose". It ensures that sensitive data is used only for the purpose agreed upon and remains confidential.

The agreement is crucial for:

• Protecting Innovation: Safeguarding trade secrets, know-how, designs, and intellectual property.

• Securing Business Plans: Keeping business plans, financial projections, and customer lists private.

• Establishing Trust: Setting clear rules on how information can be handled and who can access it.

This NDA contract template is comprehensive and meets the basic requirements expected for legal confidentiality agreements.

Who This Template Is For

This template is suitable for any two corporate entities entering into preliminary discussions or collaborative projects where both parties may need to share sensitive, proprietary, or financial data. This includes scenarios such as:

• Merger and Acquisition (M&A) due diligence.

• Joint venture or partnership evaluations.

• Outsourcing critical projects to a third-party vendor.

• Sharing product specifications with a potential manufacturer.

Purpose of the Agreement

The agreement's primary purpose is to define what constitutes "Confidential Information" and to impose strict obligations on the party receiving that information.

The agreement protects all information—whether technical or commercial, written, oral, or electronic—disclosed in connection with the Permitted Purpose.

Key Clauses in Your Confidentiality Agreement

This Non-Disclosure Agreement includes the necessary terms to protect sensitive data under UK law:

• Definition of Confidential Information (Clause 1): Explicitly lists examples such as business plans, financial information, trade secrets, and know-how. It also clearly defines exclusions (information already public, known, or independently developed).

• Confidentiality Obligations (Clause 2): Requires the Receiving Party to keep the information secret, use it only for the Permitted Purpose , and allows disclosure only to Representatives on a strict "need-to-know" basis.

• Term (Clause 5): The confidentiality obligations begin on the date of the agreement and continue for a set number of years, which must be specified (e.g., 3 or 5 years).

• Return of Information (Clause 4): Stipulates that upon request or termination, the Receiving Party must return or destroy all materials containing Confidential Information.

• Compelled Disclosure (Clause 3): Requires the Receiving Party to promptly notify the Disclosing Party if disclosure is legally required by a court or authority, where permissible, to allow the Disclosing Party to seek a protective order.

• Remedies (Clause 6.3): Acknowledges that monetary damages may not be sufficient for a breach and explicitly allows the non-breaching Party to seek injunctive relief (a court order stopping the breach).

• Governing Law and Jurisdiction (Clause 6.6): The agreement is governed by the law of England and Wales, Scotland, or Northern Ireland, and submits disputes to the courts of that jurisdiction.

Would you like me to help you formulate the "Permitted Purpose" section for your specific project?