Non-disclosure agreement (NDA)
- Protects your confidential information
- Customisable to your business
- Quick and easy to complete
This non-disclosure agreement (NDA) is an agreement between you and another person or business, aimed at protecting confidential information. It can be customised as appropriate for your business needs.
You might require a non-disclosure agreement (NDA) if you are entering into a new project, engaging a new supplier, approaching investors, or in any other situation where you are sharing confidential information and wish to prevent others from disclosing it or using it in an undesirable way.
When creating your document, you can choose whether to create a one-way or mutual NDA. In a mutual NDA, you and the other party both agree to keep each other's information confidential. In a one-way NDA, most of the confidentiality obligations are placed on the person you disclose information to.
An NDA can also be called a confidentiality agreement. Although NDAs can be expensive to enforce, they are powerful deterrents to others against disclosing your information.
You can also buy this non-disclosure agreement (NDA) as part of the Protecting IP and confidential information toolkit or as part of the Business collaborations toolkit, which include other documents and guidance, depending on your needs.
Q&A
When should I use this document?
You should use this non-disclosure agreement (NDA) before you share confidential information with other businesses, suppliers or individuals, whether in negotiations, business meetings, or other projects.
If you try to use this NDA after you have already disclosed the confidential information, the other side may not agree to sign it (or even if they do, it may be harder to enforce).
Some of the most common scenarios for using an NDA include when a business is:
- creating a new product or inventing something;
- approaching buyers or investors;
- engaging external suppliers or contractors; and/or
- entering into a merger or acquisition or a new project.
What does this document cover?
This non-disclosure agreement (NDA) covers all the essential terms for protecting your confidential information.
It sets out terms such as:
- who the parties to the NDA are and why you are sharing confidential information with each other;
- a wide definition of confidential information (including intellectual property, trade secrets, finances and more);
- restrictions on how the parties are allowed to use and/or disclose each other’s confidential information (including restrictions on employees and management where applicable;
- what happens if a law or regulation requires either of you to share the other’s confidential information;
- requirements that the confidential information must be returned or destroyed on request of the person who shared the information; and
- a time limit on confidentiality of two years (which can be extended or removed if you have a good reason).
Why do I need this document?
You need this non-disclosure agreement (NDA) to protect your confidential information when entering into negotiations, projects or any other time you may be sharing confidential information with third parties.
Having an NDA can help facilitate free and open discussions while protecting confidential information from being made public or competitors gaining access to it.
Although an NDA can be costly to enforce, it acts as a powerful deterrent to others against disclosing your confidential information so helps to reduce the chance of disputes.
Where can I find out more?
For further guidance about when and how to enter into an NDA and what protections you will get, see NDAs and protecting confidential information.
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