Streamline Your Nondisclosure Agreement Workflows with DocuSign Templates

In recent decades, the nondisclosure agreement (NDA) has become ubiquitous in the workplace. Nondisclosure agreements are used for a variety of purposes including employment agreements, sales, procurement and other functions, ensuring businesses protect their intellectual property and trade secrets from competitors. Over time, these documents have grown in popularity as a way to ensure the wheels of commerce stay greased.

But corporate legal departments are often stretched thin and have limited resources to manage the daily demand for review of NDAs and other common agreements. Moreover, organizations are challenged with ensuring that employees across various departments are using the most current, legal-department-approved versions of these documents.

Fortunately, organizations can now have ready access to a pre-approved nondisclosure agreement template that can be quickly pre-filled, sent and signed using DocuSign eSignature.

*This blog is offered for general information purposes. It is not intended as, nor is it a substitute for, legal advice.

What is an NDA?

A nondisclosure agreement (NDA) is a contract that establishes a confidential relationship between two or more parties. Its primary purpose is to protect sensitive and proprietary information from being disclosed to unauthorized third parties. In essence, an NDA outlines the terms and conditions under which one party (the disclosing party) shares confidential information with another party (the recipient) while requiring the recipient to keep that information confidential.

Key elements of a nondisclosure agreement

The terms and conditions of a nondisclosure agreement may vary widely. Some may extend indefinitely, while others may be limited to a specific time period, like five years. When it comes to NDAs included as part of an employment contract, the agreement may strictly bind the parties to the period during which the individual is employed by the organization or may extend for a set period beyond employment or even indefinitely.

Although there can be variability in the substance of an NDA, these agreements usually share a common set of features. The key elements of a nondisclosure agreement are:

Definition of confidential information. This section explicitly states what information is considered confidential and should be protected. It may encompass trade secrets, business plans, customer lists, financial data, inventions, and more.

Obligations of the recipient. The NDA should specify the recipient's responsibilities, which usually include maintaining confidentiality, not using the confidential information for personal gain or to benefit third parties, and taking necessary precautions to prevent unauthorized access to the information.

Permitted disclosures. The agreement may specify circumstances in which the recipient is allowed to disclose the confidential information, such as to employees or contractors who need access for specific purposes or when required by law.

Duration of confidentiality. NDAs typically specify how long the confidentiality obligations will last. Some are limited to a specific time frame, while others may extend indefinitely, especially for trade secrets.

Consequences of breach. The NDA should outline the consequences or remedies in case of a breach. This may include monetary damages, injunctive relief, or other legal actions.

Governing law and jurisdiction. Because it is considered a contract, an NDA should specify the jurisdiction where legal disputes will be resolved and the laws that will govern the interpretation and enforcement of the agreement.

When do you need a nondisclosure agreement?

An NDA is generally needed in those cases where an organization may disclose confidential, non-public information to an outside party, such as potential employees, investors, creditors, suppliers or contract workers. The agreement helps to establish trust among all parties, enabling them to share information and pursue business dealings or contracts without concerns about the disclosure of potentially valuable intellectual property. 

What a nondisclosure agreement covers

Nondisclosure agreements (also called NDAs or confidentiality agreements) have become increasingly important for businesses of all sizes, serving as the first line of defense in protecting inventions, trade secrets and hard work. These agreements are used when at least one person is sharing confidential information with someone else and protect the immediate and future privacy of that disclosed information.

Once signed, a nondisclosure agreement allows for open dialogue between parties, creating an environment in which information can be discussed freely and the true objectives of the meeting or relationship can be achieved (e.g., creating a company or establishing a strategic partnership).

Types of NDAs

There are two key types of NDA: unilateral and mutual. Mutual nondisclosure agreements should be used when both parties will be sharing confidential information, as when the parties are considering the creation of a partnership, joint venture, or merger. Unilateral nondisclosure agreements should be used when only one side will be sharing confidential information, as when one party is seeking funding for or investment in a company.

How e-signatures can help

If you frequently send documents like NDAs for signature, you should consider using electronic signatures. E-signature technology is easy to use, mobile-friendly, secure and legally admissible.

E-signature can save time, save money, reduce risk and create a better experience for employees, partners, customers and suppliers–essentially anyone to whom you might need to send an NDA. This level of convenience is becoming more and more common, to the point that people have come to expect it as a normal course of doing business.

When coupled with built-in templates for the most common documents, DocuSign eSignature is a powerful, game-changing tool that can transform your organization’s legal approval and distribution workflows. 

Get started with a nondisclosure agreement template

Templates allow users to save and reuse the most common, repeatable information on every document, while including free-form custom fields for the recipient to complete. Whenever you wish to share a document, simply add the recipients’ info and press send. By reusing the 90% of a document that doesn’t vary from one recipient to the next, you save time and effort, while ensuring you can still add, delete or update information as needed depending on the unique circumstances of the transaction.

For such common uses, the legal department can initially review and approve the nondisclosure agreement template, set it up in DocuSign eSignature, and enable other departments, such as human resources, sales and procurement to self-serve, while being assured they are using the latest, most current version without having to receive legal approval every single time.

Sign up for a free trial of DocuSign eSignature to gain access to an NDA template, along with many other commonly-used agreement templates.  

DocuSign eSignature customers, DocuSign CLM customers and anyone with a DocuSign trial account can access DocuSign’s extensive Template Library. If you’re not an existing DocuSign customer, learn more about the Template Library in the DocuSign Community.

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