Non-Disclosure Agreement (2024)

A Non-Disclosure Agreement (NDA), also known as a confidentiality agreement, is a contract between two parties where one shares sensitive information and the other party promises to keep it confidential. Confidential information is often sensitive, technical, commercial, or valuable in nature (e.g., trade secrets or proprietary information).

Both parties sign the Confidentiality Agreement, creating a binding contract to keep the information secret. Be sure you understand how to write an NDA before drafting your own.

Non-Disclosure Agreement– By State

  • Alabama
  • Alaska
  • Arizona
  • Arkansas
  • California
  • Colorado
  • Connecticut
  • Delaware
  • District of Columbia
  • Florida
  • Georgia
  • Hawaii
  • Idaho
  • Illinois
  • Indiana
  • Iowa
  • Kansas
  • Kentucky
  • Louisiana
  • Maine
  • Maryland
  • Massachusetts
  • Michigan
  • Minnesota
  • Mississippi
  • Missouri
  • Montana
  • Nebraska
  • Nevada
  • New Hampshire
  • New Jersey
  • New Mexico
  • New York
  • North Carolina
  • North Dakota
  • Ohio
  • Oklahoma
  • Oregon
  • Pennsylvania
  • Rhode Island
  • South Carolina
  • South Dakota
  • Tennessee
  • Texas
  • Utah
  • Vermont
  • Virginia
  • Washington
  • West Virginia
  • Wisconsin
  • Wyoming

Types of Non-Disclosure Agreements

Most Popular

Basic/Standard Confidentiality Agreement


Unilateral (One-Way)




Independent Contractor

HIPAA Employee

Business Associate

Business Sale

Financial Information


Real Estate Buyer

Commercial Real Estate


Movie (Film)


Trade Secret

Software Development

Website Design

Product Development

Table of Contents
  • Non-Disclosure Agreement- By State
  • Types of Non-Disclosure Agreements
  • What Is the Purpose of a Non-Disclosure Agreement?
  • How to Write a Non-Disclosure Agreement
  • Sample Non-Disclosure Agreement
  • Frequently Asked Questions

What Is the Purpose of a Non-Disclosure Agreement?

A Non-Disclosure Agreement aims to prevent confidential information from being publicly disclosed or used by any parties you share information with.

A signed NDA sets the legal framework to protect intellectual property and information from being stolen, sold, or shared with third parties, such as business competitors.

An NDA is typically used to:

  • To protect sensitive information – If you or your company need to protect sensitive data, you can use an NDA, so participants are legally bound not to divulge or release the information to other parties.
  • Protect patent rights – If you intend to share trade secrets, you must take reasonable steps to protect their confidentiality. An NDA is an appropriate step.
  • Outline what information is confidential – An NDA classifies exclusive and personal information to avoid confusion.

Examples of situations when a company uses an NDA:

  • In-depth business discussions
  • Hiring employees, freelancers, or contractors
  • Working with potential investors
  • Supplementing other agreements

How to Write a Non-Disclosure Agreement

Here is a walkthrough on how to create and fill out an NDA, what are the standard clauses you should include, and what they mean:

Step 1 – Disclosing and Receiving Parties

Start your NDA by establishing the “Parties” to the agreement. The “Disclosing Party” is the individual or entity sharing information. At the same time, the “Receiving Party” is the individual or entity receiving information.

Confidential information has been shared in a mutual NDA (a bilateral NDA). In this agreement, both parties serve as the Disclosing and Receiving Parties.

Here’s an example of how to start an NDA and establish the Parties to the agreement. Notice that the sample NDA clause also specifies what transaction or relationship the NDA relates to:

Non-Disclosure Agreement (23)

Step 2 – Confidential Information

After the Parties have been established, specify what the Non-Disclosure Agreement protects confidential information.

Common examples of NDA-protected confidential information include:

Trade secrets

  • Special formulas
  • Practices
  • Instruments
  • Software development
  • Technical designs
  • Blueprints
  • Customer lists
  • Patent details

Business Ventures

  • Affiliate deals
  • Partnerships
  • Mergers
  • Real Estate
  • Consultations
  • Audits
  • Advertising and marketing
  • Pricing structures
  • Business and financial records

Creative Endeavors

  • Documentary, TV, film, and news production
  • Illustrations, graphic design, and drawings
  • Web design
  • Inventions, prototypes, or product samples
  • Recipes


  • Visitor or factory tours
  • Bachelor or bachelorette parties
  • Volunteering
  • Celebrity meet-and-greets
  • House tours
  • Original artwork

These are only a few examples of the types of information you wish to keep confidential under the protection of your NDA. Your agreement can list as many or as few confidential information as needed. Still, it would help if you were specific about what information the Receiving Party cannot disclose.

Being specific about what your NDA protects information will help it stand up in court in a legal dispute.

Step 3 – Exclusions from Confidential Information

An “Exclusions” clause defines what information the NDA does not protect.

Information that a Non-Disclosure Agreement can’t protectincludes:

  • information already in the public domain
  • information the other party already has access to before the NDA
  • information that is independently developed or discovered by the recipient
  • information that the Disclosing Party has authorized the Receiving Party to share with the prior written consent

Read More: Understanding Confidential Information in NDAs

Oral information can be deemed confidential if confirmed in writing within a specific time frame after being disclosed.

Here’s an example of what your Exclusions clause should look like:

Non-Disclosure Agreement (24)

Step 4 – Non-Disclosure Obligations

The bulk of your NDA will comprise Non-Disclosure Obligations, which outline the Receiving Party’s obligations to the Disclosing Party’s information.

Rather than being a single clause, this section will likely comprise multiple clauses that detail various obligations.

This section will start with a clause like in the example below, which states the general obligation of the Receiving Party to keep the confidential information quiet.

Non-Disclosure Agreement (25)

Depending on your needs, you can add additional clauses to this section of your NDA. Here are some other provisions you may choose to include in your Non-Disclosure Obligations section:

1. Non-Disclosure of Transaction: the Receiving Party promises not to let others know that:

  • The Disclosing Party has shared or used Confidential Information.
  • A transaction is being discussed or negotiated.
  • A transaction has taken place, including the details of the relationship.

2. Non-Solicitation: either party may prevent the other from soliciting or offering employment to the other party’s employees or diverting business from the other party.

3. Non-compete: Parties agree not to engage in business activities directly competing with the other party. Many companies have partners and employees sign NDAs and non-compete agreements separately.

4. Non-Circumvention: if the Disclosing Party shares business contacts, a non-circumvention clause prevents the Receiving Party from bypassing the agreement and directly doing business or engaging with those contacts.

In the NDA sample below, you can see how these clauses may look in an agreement:

Non-Disclosure Agreement (26)

You may include only a few examples of Obligation clauses in your NDA.

Step 5 – Time Frame / Termination

The NDA should explicitly state how long it remains in effect. The Time Frame includes when the promise to keep confidential information secret begins (the “Effective Date“) and the duration in which the protected information must not be shared with others (the “Disclosure Period“).

Usually, the Parties agree to when the term of the agreement will end (known as the “Termination” provision). For example, the Non-Disclosure Agreement could terminate when:

  • The agreement expires
  • The transaction is completed, or
  • A specific period has passed.

Step 6 – Jurisdiction

The Jurisdiction clause establishes which state’s laws govern the Confidentiality Agreement. Suppose confidential information is leaked or inappropriately used by one party, and a lawsuit ensues. In that case, the laws of the agreed-upon state will apply, and any trials or hearings will occur there.


Ensure you understand state laws when writing a Non-Disclosure Agreement. Some states don’t honor certain kinds of NDA clauses. For example, California doesn’t honor non-compete clauses in most situations. Ensure your NDA template follows state laws, and you’ll avoid problems later.

Step 7 – Signatures

Finally, your NDA needs to include the signatures of all Parties and their Representatives.

Representatives are other people (i.e., directors, officers, employees, agents, or advisors) who may share, receive, or protect the information in pursuit of the Transaction specified in the NDA.

Here’s an example of the Disclosing Party’s signature section:

Non-Disclosure Agreement (27)

Directly below this is the Receiving Party’s signature section, which is identical.

Step 8 – Additional Clauses

Every NDA will look different depending on the nature of the transaction, relationship, and information being specified. There are additional clauses you may choose to include in your Confidentiality Agreement:

  • Remedies: stipulates the consequences of breaking the NDA
  • No License:provides that the NDA doesn’t give either party any patent, copyright, or ownership of the information provided.
  • Severability: states that if one part of the NDA is ruled invalid in court, that part will be removed, and the rest of the agreement remains valid.
  • Amendments: notes that the NDA may be amended at any time.


You don’t need a lawyer to complete an NDA agreement template, but working with an attorney can help. If you have questions about adjusting or adding to your NDA, consulting a lawyer will ensure your agreement is legally sound.

Sample Non-Disclosure Agreement

The following confidentiality agreement sample is an excellent example of how you can structure your basic NDA agreement template. You can also check out our other NDA templates for samples.

Non-Disclosure Agreement (28)


Frequently Asked Questions

  • What should an NDA include?
  • NDA vs. Non Compete
  • NDA vs. Confidentiality Agreement
  • Can I handwrite an NDA?

What should a Non-Disclosure Agreement include?

Your Non-Disclosure Agreement is applicable as long as you agree with the other party/parties involved. Typically, a standard NDA ranges from one to five years; however, depending on the information to be kept confidential, an NDA can be indefinite.

What’s the Difference Between a Non-Compete and a Non-Disclosure Agreement?

The primary difference between a non-compete and a non-disclosure agreement is the business activities they intend to restrict.

  • A non-compete agreement prohibits one party from doing business that competes with the other party. For instance, it prevents one party from hiring the other’s employees and business contacts and working with competing companies.
  • A non-disclosure agreement prevents one or both parties from using or leaking sensitive information learned in negotiations or business relationships.

These documents get confused because non-disclosure agreements often include a non-compete clause. Businesses bundle the non-compete clause into the non-disclosure agreement because it’s easier to sign one document than two.

What’s the Difference Between a Non-Disclosure Agreement and a Confidentiality Agreement?

There is no difference between a non-disclosure agreement (NDA) and a confidentiality agreement. Non-disclosure and confidentiality agreements protect confidential information from being shared with third parties.

In other words, these documents’ titles come down to preference because they both serve the same legal function. Some other names people use interchangeably with confidentiality and non-disclosure agreements include:

  • Secrecy Agreement
  • Confidential Disclosure Agreement (CDA)
  • Proprietary Information Agreement (PIA)

You may see a non-disclosure or confidentiality clause in other legal documents. For example, most independent contractor agreements outline the terms of a project and include a clause stating that any information shared is confidential.

Can I handwrite an NDA?

You should not handwrite an NDA. Handwritten contracts are often dismissed in court because they are messy or incomplete. Always write NDAs digitally and print them out if you need a physical copy.

Non-Disclosure Agreement (2024)


How do you respond to a Non-Disclosure Agreement? ›

A: It's doubtful any employer would ask or expect anyone to sign an NDA without that person actually being employed by the company. If an employer did ask, then I would respond that I'd be happy to sign the NDA upon job offer, acceptance, and employment launch.

What are the 5 key elements of a Non-Disclosure Agreement? ›

7 Key elements to a non-disclosure agreement
  • Identification of involved parties. ...
  • Definition of the confidential information. ...
  • Information ownership. ...
  • Exclusions not considered confidential. ...
  • Obligations and requirements of the involved parties. ...
  • Effective agreement period. ...
  • Consequences of a breach.
Jan 23, 2023

What voids a Non-Disclosure Agreement? ›

Many non-disclosure agreements are illegal and void when they attempt to limit reporting of crime.

What are the red flags for NDA? ›

Before signing an NDA, look out for seven crucial red flags that could limit your freedom or expose you to risks, including broad definitions of confidential information, indefinite duration, lack of mutuality, restrictive non-compete clauses, absence of provisions for legal disclosures, unclear remedies for breach, ...

What can I say with an NDA? ›

Even after signing an NDA, there are a number of things that you can still disclose, such as:
  • information that is already publicly available,
  • information that was disclosed by your employer to you before you signed the NDA,
  • information that you already know from another source,
  • if you are reporting a criminal offence,
Jul 10, 2019

How do you acknowledge a non disclosure agreement? ›

I understand and acknowledge that:

I understand that the information may not be disclosed outside or inside my company at all to anyone without a need to know, until the information becomes public through an announcement or official release. I agree to treat this information as described in this paragraph.

How serious is a non-disclosure agreement? ›

Since NDAs are civil contracts, breaking one isn't technically a crime. However, it could come with severe financial penalties. Violating an NDA leaves you open to lawsuits from your employer, and you could be required to pay financial damages and possibly associated legal costs.

How do I get out of a non-disclosure agreement? ›

The other side can agree to end a nondisclosure agreement early. For example, the confidential information might no longer have any value. This might be the best reason to end an NDA early. If you think the NDA is not legally enforceable, you can also ask the other side to let you out early for that reason.

What makes an NDA null? ›

If you accidentally reveal important information to someone before they sign an NDA, any NDA they sign to keep that specific information secret is null and void. You can still have them sign NDAs for related information they don't know yet.

When should you not use an NDA? ›

The red flag of misuse is when you ask for an NDA for a pitch meeting, a meet and greet, or a job interview. If your idea can be stolen after meeting someone for an hour for the first time, causing you irreparable harm in market, it's probably not a very good idea, or you're a terrible business person.

Can you tell people you signed an NDA? ›

NDAs can last anywhere from a few days to a few years. After this period, you can disclose the information shared with you, including the fact that you have signed an NDA.

What can you say if you've signed an NDA? ›

Yes, unless specified otherwise, you can share that you signed an NDA. You however can not share whatever the NDA is in regards to. For instance, I signed an NDA for XXX for a proposal of services on Friday that stated that I could not share that this prospect is going to market.

What happens if you talk after a non-disclosure agreement? ›

An NDA creates the legal framework to protect ideas and information from being stolen or shared with competitors or third parties. Breaking an NDA agreement triggers a host of legal ramifications, including lawsuits, financial penalties, and even criminal charges.

Can you reverse a non-disclosure agreement? ›

As with any contract, a nondisclosure agreement can be legally broken or ended. For example, the agreement might not be legally enforceable, in which case you can break it because you'll win a lawsuit. Alternately, you might negotiate with the other party to end the agreement early.

What are the remedies for non-disclosure agreement? ›

Ordinarily, a plaintiff is responsible for paying his own legal fees. However, NDAs frequently include provisions that permit a winning party to recover attorneys' fees and expenses from the opposing party. A plaintiff can also frequently pursue an injunction as a remedy for breach of an NDA.


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