NDA templates for mutual and one-way confidentiality agreements. Add merge fields, generate a completed Word document in seconds, and keep every version in one shared workspace.
Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] by and between [Party A legal name], a [e.g. corporation, LLC] with its principal place of business at [Party A address] ("Party A") and [Party B legal name], a [e.g. corporation, LLC] with its principal place of business at [Party B address] ("Party B"). Party A and Party B are each referred to herein as a "Party" and collectively as the "Parties."
Purpose
The Parties wish to explore a potential [Purpose or business opportunity] (the "Purpose") and, in connection with that Purpose, each Party may disclose to the other certain confidential and proprietary information. This Agreement governs the treatment of that information.
Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by either Party to the other, whether in written, oral, electronic, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: business plans, financial data, customer lists, pricing structures, technical specifications, trade secrets, product development plans, and proprietary processes.
Exclusions
Confidential Information does not include information that:
- is or becomes publicly known through no breach of this Agreement by the Receiving Party;
- was rightfully in the Receiving Party's possession before disclosure by the Disclosing Party;
- is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
- is rightfully received from a third party without restriction on disclosure; or
- is required to be disclosed by applicable law or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order.
Obligations
Each Party agrees, with respect to the other Party's Confidential Information, to:
- hold it in strict confidence;
- use it solely for the Purpose stated in this Agreement;
- not disclose it to any third party without the prior written consent of the Disclosing Party;
- restrict access to those of its employees, contractors, or advisers who need to know for the Purpose and who are bound by confidentiality obligations no less protective than those set out herein.
Term
This Agreement shall commence on the [TEXT([Effective Date], "MMMM dd, yyyy")] and continue for a period of [e.g. two (2) years], unless earlier terminated by either Party on [e.g. thirty (30) days'] written notice. Obligations with respect to Confidential Information that constitutes a trade secret shall survive termination until that information no longer qualifies as a trade secret.
Return or Destruction of Information
Upon termination of this Agreement or written request by either Party, the other Party shall promptly return or destroy all materials containing the Disclosing Party's Confidential Information and certify in writing that it has done so.
No Licence
Nothing in this Agreement grants either Party any right, title, interest, or licence in or to the other Party's Confidential Information.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Governing law / jurisdiction], without regard to its conflict of law principles.
Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements relating to the same.
| [[Party A Name]] | [[Party B Name]] |
| Signature: ___________________________ | Signature: ___________________________ |
| Name: [Party A signatory name] | Name: [Party B signatory name] |
| Title: [Party A signatory title] | Title: [Party B signatory title] |
| Date: ________________________________ | Date: ________________________________ |
This Non-Disclosure Agreement (the "Agreement") is entered into as of Effective Date by and between Party A legal name, a e.g. corporation, LLC with its principal place of business at Party A address ("Party A") and Party B legal name, a e.g. corporation, LLC with its principal place of business at Party B address ("Party B"). Party A and Party B are each referred to herein as a "Party" and collectively as the "Parties."
The Parties wish to explore a potential Purpose or business opportunity (the "Purpose") and, in connection with that Purpose, each Party may disclose to the other certain confidential and proprietary information. This Agreement governs the treatment of that information.
"Confidential Information" means any non-public information disclosed by either Party to the other, whether in written, oral, electronic, or any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: business plans, financial data, customer lists, pricing structures, technical specifications, trade secrets, product development plans, and proprietary processes.
Confidential Information does not include information that:
- is or becomes publicly known through no breach of this Agreement by the Receiving Party;
- was rightfully in the Receiving Party's possession before disclosure by the Disclosing Party;
- is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
- is rightfully received from a third party without restriction on disclosure; or
- is required to be disclosed by applicable law or court order, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order.
Each Party agrees, with respect to the other Party's Confidential Information, to:
- hold it in strict confidence;
- use it solely for the Purpose stated in this Agreement;
- not disclose it to any third party without the prior written consent of the Disclosing Party;
- restrict access to those of its employees, contractors, or advisers who need to know for the Purpose and who are bound by confidentiality obligations no less protective than those set out herein.
This Agreement shall commence on the =TEXT([Effective Date], "MMMM dd, yyyy") and continue for a period of e.g. two (2) years, unless earlier terminated by either Party on e.g. thirty (30) days' written notice. Obligations with respect to Confidential Information that constitutes a trade secret shall survive termination until that information no longer qualifies as a trade secret.
Upon termination of this Agreement or written request by either Party, the other Party shall promptly return or destroy all materials containing the Disclosing Party's Confidential Information and certify in writing that it has done so.
Nothing in this Agreement grants either Party any right, title, interest, or licence in or to the other Party's Confidential Information.
This Agreement shall be governed by and construed in accordance with the laws of Governing law / jurisdiction, without regard to its conflict of law principles.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions and agreements relating to the same.
| =[Party A Name] | =[Party B Name] |
| Signature: ___________________________ | Signature: ___________________________ |
| Name: Party A signatory name | Name: Party B signatory name |
| Title: Party A signatory title | Title: Party B signatory title |
| Date: ________________________________ | Date: ________________________________ |
Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] by and between [Disclosing party legal name], a [e.g. corporation, LLC] with its principal place of business at [Disclosing party address] (the "Disclosing Party") and [Receiving party legal name or individual name], a [e.g. corporation, LLC, individual] of [Receiving party address] (the "Receiving Party").
Purpose
The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of [e.g. evaluating a potential engagement / performing services under a separate agreement] (the "Purpose"). This Agreement governs the Receiving Party's treatment of that information.
Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or any other form, that is designated as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information includes but is not limited to: business plans, financial records, client and customer lists, product specifications, pricing, technical data, internal processes, and trade secrets.
Exclusions
The Receiving Party's obligations under this Agreement do not apply to information that:
- is or becomes publicly known through no act or omission of the Receiving Party;
- was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party;
- is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information;
- is received from a third party who is not under a confidentiality obligation to the Disclosing Party; or
- is required to be disclosed by law or regulatory authority, provided the Receiving Party notifies the Disclosing Party promptly and assists in seeking appropriate protection.
Obligations of the Receiving Party
The Receiving Party agrees to:
- hold the Confidential Information in strict confidence;
- use the Confidential Information solely for the Purpose;
- not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent;
- limit access to the Confidential Information to those of its personnel who need access for the Purpose and are subject to equivalent confidentiality obligations;
- notify the Disclosing Party promptly upon becoming aware of any actual or suspected unauthorised disclosure.
Term
This Agreement shall be effective from the [TEXT([Effective Date], "MMMM dd, yyyy")] and shall remain in force for [e.g. three (3) years]. The Receiving Party's confidentiality obligations shall survive the expiry or termination of this Agreement with respect to any information that remains confidential.
Return or Destruction of Information
Upon the Disclosing Party's written request or termination of this Agreement, the Receiving Party shall promptly return or permanently destroy all materials containing Confidential Information and, if requested, confirm destruction in writing.
No Licence or Rights
Nothing in this Agreement grants the Receiving Party any licence, right, title, or interest in or to the Confidential Information or any intellectual property of the Disclosing Party.
Governing Law
This Agreement shall be governed by the laws of [Governing law / state or jurisdiction].
Entire Agreement
This Agreement is the complete and exclusive statement of the agreement between the Parties concerning its subject matter and supersedes all prior agreements, representations, and understandings.
| [[Disclosing Party Name]] | [[Receiving Party Name]] |
| Signature: ___________________________ | Signature: ___________________________ |
| Name: [Disclosing party signatory name] | Name: [Receiving party signatory name] |
| Title: [Disclosing party signatory title] | Title: [Receiving party signatory title] |
| Date: ________________________________ | Date: ________________________________ |
This Non-Disclosure Agreement (the "Agreement") is entered into as of Effective Date by and between Disclosing party legal name, a e.g. corporation, LLC with its principal place of business at Disclosing party address (the "Disclosing Party") and Receiving party legal name or individual name, a e.g. corporation, LLC, individual of Receiving party address (the "Receiving Party").
The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of e.g. evaluating a potential engagement / performing services under a separate agreement (the "Purpose"). This Agreement governs the Receiving Party's treatment of that information.
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or any other form, that is designated as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information includes but is not limited to: business plans, financial records, client and customer lists, product specifications, pricing, technical data, internal processes, and trade secrets.
The Receiving Party's obligations under this Agreement do not apply to information that:
- is or becomes publicly known through no act or omission of the Receiving Party;
- was lawfully in the Receiving Party's possession prior to disclosure by the Disclosing Party;
- is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information;
- is received from a third party who is not under a confidentiality obligation to the Disclosing Party; or
- is required to be disclosed by law or regulatory authority, provided the Receiving Party notifies the Disclosing Party promptly and assists in seeking appropriate protection.
The Receiving Party agrees to:
- hold the Confidential Information in strict confidence;
- use the Confidential Information solely for the Purpose;
- not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent;
- limit access to the Confidential Information to those of its personnel who need access for the Purpose and are subject to equivalent confidentiality obligations;
- notify the Disclosing Party promptly upon becoming aware of any actual or suspected unauthorised disclosure.
This Agreement shall be effective from the =TEXT([Effective Date], "MMMM dd, yyyy") and shall remain in force for e.g. three (3) years. The Receiving Party's confidentiality obligations shall survive the expiry or termination of this Agreement with respect to any information that remains confidential.
Upon the Disclosing Party's written request or termination of this Agreement, the Receiving Party shall promptly return or permanently destroy all materials containing Confidential Information and, if requested, confirm destruction in writing.
Nothing in this Agreement grants the Receiving Party any licence, right, title, or interest in or to the Confidential Information or any intellectual property of the Disclosing Party.
This Agreement shall be governed by the laws of Governing law / state or jurisdiction.
This Agreement is the complete and exclusive statement of the agreement between the Parties concerning its subject matter and supersedes all prior agreements, representations, and understandings.
| =[Disclosing Party Name] | =[Receiving Party Name] |
| Signature: ___________________________ | Signature: ___________________________ |
| Name: Disclosing party signatory name | Name: Receiving party signatory name |
| Title: Disclosing party signatory title | Title: Receiving party signatory title |
| Date: ________________________________ | Date: ________________________________ |
These templates are a starting point. Have a legal professional review any agreement before signing.
What's included
Each template auto-populates the following fields when used in WordFields:
- Effective date of the agreement
- Party names, entity types, and registered addresses
- Purpose of the disclosure (e.g. partnership exploration, contractor engagement)
- Governing law and jurisdiction
- Agreement term and notice period for termination
- Signatory names and titles for each party
- Sender name, email, and organisation name (pulled from the logged-in user and workspace automatically)
When to use
Mutual NDA: Use the mutual template when both organisations are going to exchange sensitive information as part of the same conversation — typically at the start of a partnership discussion, a joint venture, or a co-development arrangement. Because both parties are simultaneously disclosing and receiving, the obligations in this template run symmetrically: each side commits to the same standard of care for the other's information. Teams that regularly enter into new commercial relationships — partnerships, agency arrangements, supplier negotiations where proprietary processes are shared on both sides — will use this template most frequently. It sits naturally alongside a letter of intent or a service agreement as part of a pre-contract package.
One-Way NDA: Use the unilateral template when your organisation is the sole source of the sensitive information — sharing financial data with a potential investor, briefing a new contractor on internal processes, or providing a consultant with access to client data before a formal engagement is in place. In this structure, only the Receiving Party carries the confidentiality obligation, which keeps the agreement focused and reduces negotiation friction. This template is also the standard choice for pre-employment confidentiality, issued alongside an offer letter before a new hire's start date. For freelance or contractor engagements, it pairs cleanly with a freelance contract once the relationship progresses.
Frequently asked questions
What is the difference between a mutual and a one-way NDA?
A mutual (bilateral) NDA applies when both parties are sharing confidential information with each other — common in partnerships, joint ventures, or co-development projects. A one-way (unilateral) NDA applies when only one party discloses information to the other, such as when sharing proprietary details with a contractor, consultant, or prospective hire. The structure of the obligations differs: in a mutual NDA both parties are simultaneously the disclosing and receiving party.
What should be included in a non-disclosure agreement?
A standard NDA should identify the parties, define what constitutes confidential information, set out the receiving party's obligations, list any exclusions from confidentiality (such as publicly available information), specify the term of the agreement, and include governing law and signature blocks. The definition of confidential information is the most critical clause — vague language here weakens the agreement.
How long does an NDA last?
NDA duration varies by context and is specified in the agreement itself. Commercial NDAs commonly run between one and five years. Obligations relating to trade secrets may survive indefinitely even after the agreement's nominal term ends. The appropriate duration depends on the nature of the confidential information being protected.
Do I need a lawyer to create an NDA?
An NDA template gives you a professionally structured starting point, but for any agreement involving commercially sensitive information, proprietary technology, or complex business relationships, legal review before signing is strongly recommended. A qualified legal professional can confirm the agreement is enforceable in the relevant jurisdiction and covers your specific needs.
What information is typically excluded from an NDA?
Standard exclusions include information that is already publicly known at the time of disclosure, information the receiving party independently developed before receiving it, information learned from a third party not bound by confidentiality, and information the receiving party is legally compelled to disclose by court order or regulatory requirement.
Can the same NDA template be used for employees and external partners?
Not without adjustment. Employee NDAs are typically part of an employment agreement and operate within employment law constraints that vary by jurisdiction. External partner or vendor NDAs are stand-alone commercial agreements governed by contract law. The core clauses overlap, but the framing, term, and governing obligations differ. Using separate templates for each context reduces risk.
How does WordFields help teams manage NDA templates?
WordFields stores your NDA template in a shared workspace so the whole team works from one approved version. When someone needs to issue an NDA, they open the template, fill in the form — party names, effective date, governing law, term — and download a completed Word document with all formatting preserved. No editing the source file, no hunting for the latest version, no reformatting.
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