[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"page-\u002Fcategories\u002Fhuman-resources\u002Fnon-disclosure-agreement":3},{"type":4,"data":5},"product",{"product_name":6,"slug":7,"category_slug":8,"order_type":9,"product_version_slug":10,"preview":11,"is_previewable":12,"related_products":13,"related_articles":39,"breadcrumbs":72,"productName":6,"productDescription":-1,"productVersionSlug":10,"localeId":-1,"landerSlug":7,"categorySlug":8,"_cmsSource":78,"hero":79,"quickLinks":105,"page_body":106,"meta_information":252,"sidebar_ad":257,"disclaimer":82,"stateSlug":81},"Non-Disclosure Agreement","non-disclosure-agreement","human-resources","Document","nda-958","      <center><p class='title center'><strong>NON-DISCLOSURE AGREEMENT<\u002Fstrong><\u002Fp><\u002Fcenter>    <p>This NON-DISCLOSURE AGREEMENT (the <strong>"Agreement"<\u002Fstrong>) is effective as of <span style='background: #BBBBBB;'>_____________<\u002Fspan> by and between <span style='background: #BBBBBB;'>_____________<\u002Fspan> (<strong>"Discloser"<\u002Fstrong>), located at <span style='background: #BBBBBB;'>_____________<\u002Fspan>, <span style='background: #BBBBBB;'>_____________<\u002Fspan>, <span style='background: #BBBBBB;'>_____________<\u002Fspan> <span style='background: #BBBBBB;'>_____________<\u002Fspan>, and <span style='background: #BBBBBB;'>_____________<\u002Fspan> (<strong>"Recipient"<\u002Fstrong> or <strong>"you"<\u002Fstrong>), located at <span style='background: #BBBBBB;'>_____________<\u002Fspan>, <span style='background: #BBBBBB;'>_____________<\u002Fspan>, <span style='background: #BBBBBB;'>_____________<\u002Fspan> <span style='background: #BBBBBB;'>_____________<\u002Fspan> (Discloser and Recipient collectively the <strong>"Parties,"<\u002Fstrong> each a <strong>"Party"<\u002Fstrong>).<\u002Fp>    <ol>      <li><strong>Confidential Information. "Confidential Information"<\u002Fstrong> means all proprietary, financial, business, legal, technical, or other information of Discloser or Discloser's affiliates, employees, customers, or suppliers previously or subsequently disclosed by or on behalf of Discloser to Recipient not generally known to third parties, including, without limitation, all information, whether in tangible or intangible form, (i) disclosed pursuant to this Agreement for purposes of evaluating or engaging in potential or continuing projects or business activities between the Parties; (ii) related to Discloser's existing or contemplated proprietary inventions, discoveries, technologies, prospects, patentable ideas, or trade secrets; (iii) marked or otherwise identified as confidential at the time of disclosure or designated as such in a written memorandum delivered to Recipient within 30 days thereafter; (iv) that by its nature would be understood by a reasonable person to be proprietary or confidential under the circumstances; or (v) information received by Discloser from others that Discloser has an obligation to treat as confidential. All such information will be treated as Confidential Information regardless of whether it is designated as confidential at the time of its disclosure. This Agreement will not prohibit any disclosure that is required by law or court order, provided that Recipient has not intentionally taken actions to trigger such required disclosure.<\u002Fli>      <li><strong>Obligations.<\u002Fstrong> In consideration for Recipient's receipt of Confidential Information or other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Recipient agrees as follows: (i) to not disclose Confidential Information to third parties without Discloser's express prior written consent and to maintain the confidentiality of the Confidential Information in good faith while exercising reasonable precautions to prevent any unauthorized access, use, or disclosure; (ii) to only use Confidential Information for the purposes for which it was provided or in order to evaluate potential or continuing projects or business activities between the Parties and in performance of any resulting arrangements; (iii) to not disclose Confidential Information to Recipient's employees, officers, parent company, or majority-owned subsidiaries, if any, except on a need-to-know basis for purposes permitted hereunder; (iv) to not copy, modify, reverse engineer, or independently derive Confidential Information, or attempt to do so, except for purposes permitted hereunder; (v) to immediately notify Discloser if Recipient becomes aware of any possible unauthorized use, disclosure, or misappropriation of Confidential Information; and (vi) to immediately notify Discloser of any court order compelling disclosure of Confidential Information and will cooperate with Discloser in contesting or minimizing such disclosure. Each party will be responsible for any breach of its obligations hereunder by its respective employees or agents.<\u002Fli>      <li><strong>No Warranties or Licenses.<\u002Fstrong> Confidential Information is provided to Recipient on an <strong>"As-Is"<\u002Fstrong> basis. DISCLOSER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS ACCURACY, COMPLETENESS, OR PERFORMANCE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. All of Discloser's title and rights in and to its Confidential Information will remain the exclusive property of Discloser. Neither this Agreement nor any disclosure of Confidential Information hereunder (i) obligates the Discloser to disclose Confidential Information, (ii) obligates the Parties to transact or contract with each other, (iii) limits the Parties from entering into business relationships with third parties, or (iv) grants Recipient any right or license under any copyright, patent, trade secret, or other intellectual property right. Nothing herein creates a joint venture or other business association between the parties.<\u002Fli>      <li><strong>Term; Remedies.<\u002Fstrong> Recipient agrees to immediately return or destroy all Confidential Information, including copies thereof, upon termination of this Agreement or Discloser's written request. Recipient acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Discloser for which money damages may be an inadequate remedy. Accordingly, in the event of a breach or threatened breach of this Agreement, Discloser is entitled to seek injunctive relief in addition to any other rights or remedies available at law, in equity, or by statute.<\u002Fli>      <li><strong>General.<\u002Fstrong> This Agreement represents the entire Agreement between the Parties and may not be modified other than in a signed writing by both Parties. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then that provision will be considered removed from this Agreement and the remaining provisions will continue to be valid or limited according to the intentions of the Parties. The failure by Discloser to enforce a breach of this Agreement by Recipient will not be considered as a waiver of rights with respect to any subsequent breach by Recipient. This Agreement will be governed by and construed in accordance with the laws of Alabama. All disputes will be resolved by a court of competent jurisdiction therein. Any notice hereunder will be effective upon receipt and must be provided in writing and delivered to the address stated above.<\u002Fli>          <\u002Fol>    <p class='align-center'>[SIGNATURE PAGE FOLLOWS]<\u002Fp>    <div class='-page-break'><\u002Fdiv>    <p>IN WITNESS WHEREOF, the Parties have duly signed the attached NON-DISCLOSURE AGREEMENT, effective <span style='background: #BBBBBB;'>_____________<\u002Fspan>.<\u002Fp>    <table cellpadding="0" cellspacing="0" border="0" width="100%">      <tr>        <td width="50%"><strong><span style='background: #BBBBBB;'>_____________<\u002Fspan><\u002Fstrong><br>          <br>          x\u002F_______________________________<br>          <br>          Date: ___________________________<br>          <br>          Print Name: ________________________________<br>          <br>          Title: ___________________________        <\u002Ftd>        <td width="50%"><strong><span style='background: #BBBBBB;'>_____________<\u002Fspan><\u002Fstrong><br>          <br>          x\u002F_______________________________<br>          <br>          Date: ___________________________<br>          <br>          Print Name: ________________________________<br>          <br>          Title: ___________________________        <\u002Ftd>      <\u002Ftr>    <\u002Ftable>    <div class='-page-break'><\u002Fdiv>    <center><p class='title center'><strong>Instructions for Your Non-Disclosure Agreement<\u002Fstrong><\u002Fp><\u002Fcenter><br \u002F><br \u002F>    <p>Use this non-disclosure agreement in order to prevent others from disclosing confidential information or trade secrets to the Disclosing Party's (called the "Discloser" in the document) competition or using it for their own benefit. This agreement uses a comprehensive definition of "Confidential Information" to ensure any and all proprietary information remains well-protected. The Recipient is required to exercise the utmost diligence and his or her best efforts to guard and protect against unauthorized disclosure or theft of confidential information. If the Recipient learns that someone else is making unauthorized disclosures, the Recipient is required to notify the Disclosing Party. Furthermore, the Recipient may not disclose confidential information to his or her employees (if any) unless absolutely required for an employee to perform his or her job duties.<\u002Fp>    <p><strong>Confidential Information Protected<\u002Fstrong><\u002Fp>    <p>As mentioned above, this agreement uses a definition of "Confidential Information" designed to ensure maximum protection of the Disclosing Party's information. Therefore, you are not required to add any other types of specific information that the Recipient is required to keep confidential. However, including this information when prompted can help clarify the expectations of the parties and support the Discloser should there ever be a dispute.<\u002Fp>    <p><strong>Term Length<\u002Fstrong><\u002Fp>    <p>The Recipient's duty of confidentiality can last as long as is needed for the parties' business purposes. Depending on the circumstances, the parties may agree on a length as short as a few months or may agree to make the duty last forever. It is best practice to limit the duration to as short as is necessary to protect the Disclosing Party's interests.<\u002Fp>    <p><strong>Additional Terms<\u002Fstrong><\u002Fp>    <p>You can add additional terms and conditions as desired. This allows you complete flexibility to tailor the document to reflect the specific situation and true intent of the parties, but be sure to preview the agreement first so that you know what has already been included.<\u002Fp>    <p><strong>Executing Your Agreement<\u002Fstrong><\u002Fp>    <ul>      <li>Have all parties sign and date the signature lines where indicated. Electronic signatures are allowed by the terms of the agreement. The parties can also sign copies sent to each other by email, fax, or other electronic means.<\u002Fli>      <li>Make sure that all parties get a copy of the fully executed agreement.<\u002Fli>      <li>That's it! You can now rest assured that the Disclosing Party's confidential information will remain safe and secure.<\u002Fli>    <\u002Ful>    \n\n",true,[14,18,21,24,27,30,33,36],{"product_name":15,"category":16,"link":17},"Employment Termination Letter","Human Resources","\u002Fcategories\u002Fhuman-resources\u002Femployment-termination-letter",{"product_name":19,"category":16,"link":20},"Employment Contract","\u002Fcategories\u002Fhuman-resources\u002Femployment-contract",{"product_name":22,"category":16,"link":23},"Job Offer Letter","\u002Fcategories\u002Fhuman-resources\u002Fjob-offer-letter",{"product_name":25,"category":16,"link":26},"Employment Agreement","\u002Fcategories\u002Fhuman-resources\u002Femployment-agreement",{"product_name":28,"category":16,"link":29},"Employee Confidentiality Agreement","\u002Fcategories\u002Fhuman-resources\u002Femployee-confidentiality-agreement",{"product_name":31,"category":16,"link":32},"Mutual Non-Disclosure Agreement","\u002Fcategories\u002Fhuman-resources\u002Fmutual-non-disclosure-agreement",{"product_name":34,"category":16,"link":35},"Employment Rejection Letter","\u002Fcategories\u002Fhuman-resources\u002Femployment-rejection-letter",{"product_name":37,"category":16,"link":38},"Independent Contractor Agreement","\u002Fcategories\u002Fhuman-resources\u002FIndependent-Contractor-Agreement",[40,44,48,52,56,60,64,68],{"title":41,"description":42,"link":43},"Why Entrepreneurs Need Non-Disclosure Agreements","There are many different aspects to starting a business, and the multitude of elements that need to be attended to during the process can be a daunting challenge for even the most seasoned entrepreneur. 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Employees...","\u002Fguides\u002Fthe-right-way-to-handle-employee-feedback",[73,76],{"label":74,"link":75},"All Documents","\u002Flegal-documents",{"label":16,"link":77},"\u002Fcategories\u002Fhuman-resources","payload",{"landerVariant":80,"headline":6,"headlineAccent":81,"subtitle":82,"legacySubtitleHtml":83,"checkmarkText":81,"desktopImage":84,"mobileImage":95,"desktopImageUrl":82,"mobileImageUrl":82,"ctaType":104,"ctaText":81,"ctaLink":81},"design-test-v3",null,"","Use a confidentiality agreement, also called a non-disclosure agreement or NDA, to prohibit an individual or business from disclosing confidential information or trade secrets to others.",{"id":85,"alt":81,"updatedAt":86,"createdAt":87,"url":88,"thumbnailURL":81,"filename":89,"mimeType":90,"filesize":91,"width":92,"height":93,"focalX":94,"focalY":94},260,"2026-08-05T21:39:10.249Z","2026-08-05T21:39:10.176Z","https:\u002F\u002Fs3.us-east-2.amazonaws.com\u002Fshared-cms-main-media.legalnature.com\u002FNDA%20Preview%20D","NDA Preview D","image\u002Fwebp",503670,1200,1448,50,{"id":96,"alt":81,"updatedAt":97,"createdAt":98,"url":99,"thumbnailURL":81,"filename":100,"mimeType":90,"filesize":101,"width":102,"height":103,"focalX":94,"focalY":94},261,"2026-08-05T21:39:28.530Z","2026-08-05T21:39:28.488Z","https:\u002F\u002Fs3.us-east-2.amazonaws.com\u002Fshared-cms-main-media.legalnature.com\u002FNDA%20Preview%20M","NDA Preview M",104454,1134,690,"standard",[],[107,114,150,156,160,182,188,204,208,214,245],{"id":108,"content":81,"legacyHtml":109,"variant":110,"anchorId":81,"alignment":111,"ctaText":81,"ctaLink":81,"padding":81,"blockName":81,"blockType":112,"visibility":113},"6a15a22af13133005943e8ec","\u003Ch3>What is a non-disclosure agreement?\u003C\u002Fh3>\n\u003Cp>A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legally binding contract between two or more parties that establishes a confidential relationship and restricts the sharing of specific information with unauthorized third parties. NDAs are commonly used in business settings to protect sensitive information such as trade secrets, business plans, client lists, proprietary technology, and other confidential data.\u003C\u002Fp>","default","left","rich-content",{"hideOnMobile":81,"hideOnDesktop":81},{"id":115,"heading":116,"layout":117,"columns":118,"itemStyle":119,"blockName":81,"items":120,"blockType":148,"visibility":149},"6a15a22af13133005943e8f0","Choose the type of NDA or confidentiality agreement that is right for you","grid","3","card-with-image",[121,126,136],{"id":122,"title":123,"description":81,"legacyHtml":124,"image":125,"imageUrl":82,"url":81},"6a15a22af13133005943e8ed","Standard (Unilateral) Non-Disclosure Agreement","A legally binding contract in which only one party discloses confidential information, and the other party is obligated to keep that information secret.",{"id":85,"alt":81,"updatedAt":86,"createdAt":87,"url":88,"thumbnailURL":81,"filename":89,"mimeType":90,"filesize":91,"width":92,"height":93,"focalX":94,"focalY":94},{"id":127,"title":31,"description":81,"legacyHtml":128,"image":129,"imageUrl":82,"url":32},"6a15a22af13133005943e8ee","A legal contract where both parties agree to protect each other’s confidential information during a collaboration, negotiation, or partnership.",{"id":130,"alt":81,"updatedAt":131,"createdAt":132,"url":133,"thumbnailURL":81,"filename":134,"mimeType":90,"filesize":135,"width":92,"height":93,"focalX":94,"focalY":94},262,"2026-08-05T21:40:04.736Z","2026-08-05T21:40:04.649Z","https:\u002F\u002Fs3.us-east-2.amazonaws.com\u002Fshared-cms-main-media.legalnature.com\u002FMutual%20NDA%20Preview%20D","Mutual NDA Preview D",568456,{"id":137,"title":138,"description":81,"legacyHtml":139,"image":140,"imageUrl":82,"url":147},"6a15a22af13133005943e8ef","Employee Non-Disclosure Agreement","A legally binding contract between an employer and employee that prohibits the unauthorized disclosure of confidential business information.",{"id":141,"alt":81,"updatedAt":142,"createdAt":143,"url":144,"thumbnailURL":81,"filename":145,"mimeType":90,"filesize":146,"width":92,"height":93,"focalX":94,"focalY":94},263,"2026-08-05T21:40:25.410Z","2026-08-05T21:40:25.365Z","https:\u002F\u002Fs3.us-east-2.amazonaws.com\u002Fshared-cms-main-media.legalnature.com\u002FEmployee%20NDA%20Preview%20D","Employee NDA Preview D",540786,"\u002Fcategories\u002Fhuman-resources\u002Femployee-non-disclosure-agreement","list",{"hideOnMobile":81,"hideOnDesktop":81},{"id":151,"heading":152,"showStates":12,"hideOnStateOverride":153,"blockName":81,"blockType":154,"visibility":155},"6a15a22af13133005943e8f1","Create a non-disclosure agreement in your state",false,"state-selector",{"hideOnMobile":81,"hideOnDesktop":81},{"id":157,"content":81,"legacyHtml":158,"variant":110,"anchorId":81,"alignment":111,"ctaText":81,"ctaLink":81,"padding":81,"blockName":81,"blockType":112,"visibility":159},"6a15a22af13133005943e8f2","\u003Ch3>When to use a non-disclosure agreement\u003C\u002Fh3>\n\u003Cp>The primary purpose of an NDA is to ensure that confidential information shared between parties, such as during business negotiations, employment, or collaborations, remains protected from unauthorized disclosure or use. However, there are legal limitations. NDAs cannot be used to conceal illegal activities, and certain statutes (such as those related to whistle-blower protections or public policy) may limit their enforceability. \u003C\u002Fp>\n\u003Cp>\u003C\u002Fp>\n\u003Cp>There are two commonly used types of NDAs:\u003C\u002Fp>\n\u003Cul>\n\u003Cli>Unilateral NDA: requires a single party to keep information confidential\u003C\u002Fli>\n\u003Cli>Mutual NDA: sometimes referred to as a bilateral NDA, it requires both parties of the agreement to keep information confidential\u003C\u002Fli>\n\u003C\u002Ful>",{"hideOnMobile":81,"hideOnDesktop":81},{"id":161,"heading":162,"blockName":81,"items":163,"blockType":180,"visibility":181},"6a15a22af13133005943e8f7","How to create your non-disclosure agreement",[164,168,172,176],{"id":165,"title":166,"description":81,"legacyHtml":167},"6a15a22af13133005943e8f3","Gather Information","Gather all the relevant information to complete your document. This may include party names, addresses, and confidential information that will be shared. It is advisable to determine what information may potentially be disclosed.",{"id":169,"title":170,"description":81,"legacyHtml":171},"6a15a22af13133005943e8f4","Answer Key Questions","Use the information you collected to complete your non-disclosure agreement. You will be guided through each step, allowing you to customize your document to match your specific needs. The questions and information presented to you dynamically change depending on your answers.",{"id":173,"title":174,"description":81,"legacyHtml":175},"6a15a22af13133005943e8f5","Review and Sign","It is always important to read your document thoroughly to ensure it matches your needs and is free of errors and omissions. After completing the questionnaire, you can make textual changes to your document by downloading it in Microsoft Word. If no changes are needed, you can simply download the PDF version and sign. These downloads are available by navigating to the Documents section of your account dashboard. When signing the document, be sure to follow any additional instructions related to signing and witnessing the document. Any such instructions will either be located next to the signature line or in the instructions attached at the end of the document. When using a notary, you must wait to sign the document until they are present, or utilize a Remote Online Notary service.",{"id":177,"title":178,"description":81,"legacyHtml":179},"6a15a22af13133005943e8f6","Distribute and Store Copies","At a minimum, all parties that sign the document should receive a copy once it is fully executed (everyone has signed). Be sure to store your copy in a safe location. It is a good idea to keep both a physical and electronic copy.","steps",{"hideOnMobile":81,"hideOnDesktop":81},{"id":183,"content":81,"legacyHtml":184,"variant":185,"anchorId":81,"alignment":111,"ctaText":186,"ctaLink":81,"padding":81,"blockName":81,"blockType":112,"visibility":187},"6a15a22af13133005943e8f8","\u003Ch3>Why create a non-disclosure agreement?\u003C\u002Fh3>\n\u003Cp>Creating a non-disclosure agreement (NDA) serves as a strategic legal safeguard for businesses and individuals to protect sensitive information while enabling essential collaborations.\u003C\u002Fp>\n\u003Cul>\n\u003Cli>\u003Cspan style=\"color: #e67e23;\">\u003Cstrong>Protect Trade Secrets and Proprietary Information\u003C\u002Fstrong>\u003C\u002Fspan>: Prevent competitors or unauthorized parties from accessing critical assets like formulas, client lists, marketing strategies, or proprietary technology. This is especially vital during mergers, acquisitions, or investment discussions, where sensitive data must be shared to advance negotiations.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>\u003Cspan style=\"color: #e67e23;\">Preserve Patent Rights\u003C\u002Fspan>\u003C\u002Fstrong>: Publicly disclosed inventions risk losing patent eligibility. NDAs ensure confidentiality during development phases, safeguarding intellectual property rights. \u003C\u002Fli>\n\u003Cli>\u003Cstrong>\u003Cspan style=\"color: #e67e23;\">Define Confidential Information\u003C\u002Fspan>\u003C\u002Fstrong>: Explicitly outline what constitutes protected information, reducing ambiguity and preventing accidental disclosures. \u003C\u002Fli>\n\u003Cli>\u003Cstrong>\u003Cspan style=\"color: #e67e23;\">Establish Legal Recourse\u003C\u002Fspan>\u003C\u002Fstrong>: Breaching an NDA exposes parties to lawsuits, financial penalties, or injunctions. This legal framework deters misuse of sensitive data and provides remedies if violations occur.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>\u003Cspan style=\"color: #e67e23;\">Set Employee Expectations\u003C\u002Fspan>\u003C\u002Fstrong>: Employee NDAs clarify confidentiality obligations from onboarding, ensuring staff understand which data is protected (e.g., customer lists, internal processes) and the consequences of unauthorized sharing.\u003C\u002Fli>\n\u003Cli>\u003Cstrong>\u003Cspan style=\"color: #e67e23;\">Comply with Industry Standards\u003C\u002Fspan>\u003C\u002Fstrong>: In sectors like tech, healthcare, or finance, NDAs are standard practice to meet regulatory requirements and protect client\u002Fdata privacy.\u003C\u002Fli>\n\u003C\u002Ful>","highlight","Create Your Non-Disclosure Agreement Today",{"hideOnMobile":81,"hideOnDesktop":81},{"id":189,"heading":190,"description":81,"legacyHtml":191,"image":192,"imageUrl":82,"layout":201,"blockName":81,"blockType":202,"visibility":203},"6a15a22af13133005943e8f9","Why choose LegalNature?","LegalNature offers the qualified experience and guidance to navigate the nuances of non-disclosure drafting across all 50 states and the District of Columbia. LegalNature offers a 30-day money-back guarantee. If you're not happy, then we’re not happy. Give us a call and let us help.",{"id":193,"alt":81,"updatedAt":194,"createdAt":195,"url":196,"thumbnailURL":81,"filename":197,"mimeType":90,"filesize":198,"width":199,"height":200,"focalX":94,"focalY":94},218,"2026-07-29T18:21:40.238Z","2026-07-29T18:21:40.153Z","https:\u002F\u002Fs3.us-east-2.amazonaws.com\u002Fshared-cms-main-media.legalnature.com\u002FWhy%20Choose","Why Choose",204042,786,958,"image-right","media-content",{"hideOnMobile":81,"hideOnDesktop":81},{"id":205,"content":81,"legacyHtml":206,"variant":110,"anchorId":81,"alignment":111,"ctaText":81,"ctaLink":81,"padding":81,"blockName":81,"blockType":112,"visibility":207},"6a15a22af13133005943e8fa","\u003Ch2>Non-disclosure agreement guide\u003C\u002Fh2>\n\u003Cp>\u003Cem>Note that this help guide refers to two main parties: the disclosing party and the recipient of the confidential information. Depending upon the type of confidentiality agreement you create, these parties may instead be called the employer and employee or the employer and contractor.\u003C\u002Fem>\u003C\u002Fp>\n\u003Ch4>\u003Cstrong>Confidentiality\u003C\u002Fstrong>\u003C\u002Fh4>\n\u003Cp>This agreement uses a comprehensive definition of \"confidential information\" and \"trade secrets\" to ensure any and all proprietary information remains well protected. The recipient is required to exercise the utmost diligence and his or her best efforts to guard and protect against unauthorized disclosure or theft of confidential information and trade secrets. If the recipient learns that someone else is making unauthorized disclosures, the recipient is required to notify the disclosing party.\u003C\u002Fp>\n\u003Cp>\u003C\u002Fp>\n\u003Ch4>\u003Cstrong>Specific Confidential Information and Trade Secrets Protected\u003C\u002Fstrong>\u003C\u002Fh4>\n\u003Cp>You have the option to specify the specific information that the contractor is required to keep confidential. This basically allows you to add your own classes of confidential information to the general definition included in the agreement. Including this information here may help clarify the expectations of the parties and support them should there ever be a dispute. Be sure to review the definitions of \"confidential information\" and \"trade secrets\" first to see whether they cover your needs.\u003C\u002Fp>\n\u003Cp>\u003C\u002Fp>\n\u003Ch4>\u003Cstrong>Agreement Length\u003C\u002Fstrong>\u003C\u002Fh4>\n\u003Cp>The recipient's duty of confidentiality can last as long as is needed for the parties' business purposes. Depending on the circumstances, the parties may agree on a length as short as a few months or may agree to make the duty last forever. It is best practice to limit the duration to as short as is necessary to protect the disclosing party's interests.\u003C\u002Fp>\n\u003Cp>\u003C\u002Fp>\n\u003Ch4>\u003Cstrong>Disclaimer of Warranties\u003C\u002Fstrong>\u003C\u002Fh4>\n\u003Cp>Most of the time it is a good idea to disclaim all warranties as to the confidential information and trade secrets. The main instance that you would not disclaim warranties is if the disclosing party has made express promises to the contractor that the information is correct and how the information will be used.\u003C\u002Fp>\n\u003Cp>\u003C\u002Fp>\n\u003Ch4>\u003Cstrong>Dispute Resolution\u003C\u002Fstrong>\u003C\u002Fh4>\n\u003Cp>It is usually recommended that you include a mediation and\u002For arbitration provision. This will require disputes to be settled through mediation or binding arbitration and avoid the time and expense of going through the formal court system.\u003C\u002Fp>\n\u003Cp>Next, you will indicate which state's laws will govern the agreement. Usually, the disclosing party lists its principal place of business or residence as the governing state. Other options would be to use the disclosing party's state of incorporation or the state where the two parties are conducting any business together.\u003C\u002Fp>\n\u003Cp>\u003C\u002Fp>\n\u003Ch4>\u003Cstrong>Additional Terms\u003C\u002Fstrong>\u003C\u002Fh4>\n\u003Cp>You can add additional terms and conditions as desired. This allows you complete flexibility to tailor the document to reflect the specific situation and true intent of the parties, but be sure to preview the agreement first so that you know what has already been included.\u003C\u002Fp>\n\u003Cp>\u003C\u002Fp>\n\u003Ch4>\u003Cstrong>Executing Your Agreement\u003C\u002Fstrong>\u003C\u002Fh4>\n\u003Cul>\n\u003Cli>Have all parties sign and date the signature lines where indicated. Electronic signatures are allowed by the terms of the agreement. The parties can also sign copies sent to each other by email, fax, or other electronic means. If you include an arbitration provision, make sure that each party signs the arbitration exhibit.\u003C\u002Fli>\n\u003Cli>Notarization, if required, may be completed in person or through remote online notarization services.\u003C\u002Fli>\n\u003Cli>Make sure that all parties get a copy of the fully executed agreement.\u003C\u002Fli>\n\u003Cli>That's it! You can now rest assured that the disclosing party's confidential information will remain safe and secure.\u003C\u002Fli>\n\u003C\u002Ful>",{"hideOnMobile":81,"hideOnDesktop":81},{"id":209,"style":210,"size":211,"blockName":81,"blockType":212,"visibility":213},"6a15a22af13133005943e8fb","line","md","separator",{"hideOnMobile":153,"hideOnDesktop":153},{"id":215,"heading":216,"background":217,"blockName":81,"items":218,"blockType":243,"visibility":244},"6a15a22af13133005943e902","Frequently Asked Questions","light-blue",[219,223,227,231,235,239],{"id":220,"question":221,"answer":81,"legacyHtml":222},"6a15a22af13133005943e8fc","How long should a non-disclosure agreement last?","\u003Cp>The length of a non-disclosure agreement (NDA) should be determined by what a reasonable time period is for the type of information that is being shared. If the NDA is too short, then you will not benefit from the maximum protection. If the NDA is set for too long a period, the other parties may be hesitant to sign it as it may interfere with future business plans. It is important to remember that an NDA only covers information that is not yet publicly known. Meaning, if the information you are trying to protect will go public, the length of the NDA should only extend until this time.\u003C\u002Fp>",{"id":224,"question":225,"answer":81,"legacyHtml":226},"6a15a22af13133005943e8fd","What are the different types of non-disclosure agreements?","\u003Cp>Generally speaking, there are three types of non-disclosure agreements, but only two are typically used on a regular basis: unilateral and mutual. A unilateral NDA is used to bind only one party to the agreement to keep information confidential. This type is usually used when only one party is disclosing information and the other party is receiving information, such as with a contractor, employee, or investor. A mutual NDA is used when all parties expect that they will share information. Situations where this is common are business mergers or collaborative sales efforts.\u003C\u002Fp>",{"id":228,"question":229,"answer":81,"legacyHtml":230},"6a15a22af13133005943e8fe","When should an NDA be put in place?","\u003Cp>An NDA should be executed as soon as possible and is often included alongside employment contracts. If an NDA is executed early, you can avoid any unintentional disclosures by the parties.\u003C\u002Fp>",{"id":232,"question":233,"answer":81,"legacyHtml":234},"6a15a22af13133005943e8ff","Can a non-disclosure agreement have more than two parties?","\u003Cp>Yes. It is very common for NDAs to have multiple parties when a business deal involves multiple entities or when a party is using an agent.\u003C\u002Fp>",{"id":236,"question":237,"answer":81,"legacyHtml":238},"6a15a22af13133005943e900","What is a return clause?","\u003Cp>Normally, information is transferred between parties. This could be shared files, access to computer systems, or work-product that have been created. A return clause stipulates that the receiving party will either return or destroy any of the information that they have received, ensuring that your confidential and proprietary information is protected.\u003C\u002Fp>",{"id":240,"question":241,"answer":81,"legacyHtml":242},"6a15a22af13133005943e901","What is the difference between non-disclosure, non-compete, and non-solicitation clauses?","\u003Cp>A non-disclosure agreement prohibits the disclosure of confidential information to third parties, a non-compete agreement prohibits specific activities that compete with a business, and a non-solicitation clause prohibits solicitation of a business's customers, employees, or similar business relationships.\u003Cbr>\u003Cbr>Also note, a non-circumvent clause is a similar term often appearing within non-disclosure agreements where one party is receiving confidential information related to a potential business transaction. The clause prohibits the recipient from pursuing or carrying out the transaction without the disclosing party's prior written consent. It also often prohibits the recipient from contacting other interested parties to the transaction. Essentially, this means the recipient may not cut the disclosing party out of the deal by attempting to transact with the other parties to the deal directly.\u003Cbr>\u003Cbr>All of these terms commonly appear in business contracts and human resources forms, often in the same document. The clauses normally specify for how long and to which parties to the agreement they apply. Some state courts and legislatures have created laws that set limitations on these clauses, including how long, to whom, and even where (geographically) they may apply.\u003C\u002Fp>","faqs",{"hideOnMobile":153,"hideOnDesktop":153},{"id":246,"headline":247,"text":248,"image":249,"ctaText":81,"blockName":81,"blockType":250,"visibility":251},"6a73add9d4733b55733da015","Start Your Non-Disclosure Agreement","Complete your non-disclosure agreement in minutes with LegalNature's intuitive, step-by-step guidance.",{"id":85,"alt":81,"updatedAt":86,"createdAt":87,"url":88,"thumbnailURL":81,"filename":89,"mimeType":90,"filesize":91,"width":92,"height":93,"focalX":94,"focalY":94},"get-started",{"hideOnMobile":81,"hideOnDesktop":81},{"title":253,"description":254,"keyword":255,"og_image":256},"Non-disclosure Agreement Template | Create & Print | LegalNature","Our non-disclosure agreement template helps you quickly draft a strong NDA that you can rely on. Get started now to create, download, and print your custom agreement in minutes online.","Nondisclosure agreement, NDA, confidentiality agreement","https:\u002F\u002Fs3.us-east-2.amazonaws.com\u002Fshared-cms-main-media.legalnature.com\u002FjzGNucsHS1tZLUYHfVFC.jpg",{"headline":258,"image":259,"imageUrl":82,"steps":260},"Create your non-disclosure agreement in minutes",{"id":96,"alt":81,"updatedAt":97,"createdAt":98,"url":99,"thumbnailURL":81,"filename":100,"mimeType":90,"filesize":101,"width":102,"height":103,"focalX":94,"focalY":94},[261,264,267],{"id":262,"text":263},"6a15a22af13133005943e903","Complete our form",{"id":265,"text":266},"6a15a22af13133005943e904","Preview and download your document",{"id":268,"text":269},"6a15a22af13133005943e905","Review and sign your document"]