Confidentiality (NDA) agreement

A mutual or one-way non-disclosure agreement with IP carveouts and a jurisdiction-aware governing-law clause.

Live documentReviewed for United States (general)

Confidentiality & Non-Disclosure Agreement

Effective

This Agreement is entered into between (the "Disclosing Party") and (the "Receiving Party") at .

1. Purpose

The Disclosing Party may share Confidential Information with the Receiving Party for the following purpose:

2. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form, that is marked or identified as confidential or that a reasonable person would understand to be confidential — including business plans, financial information, customer lists, source code, designs, technology, and personnel information.

3. Exclusions

Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) was in the Receiving Party's possession before disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is rightfully obtained from a third party without confidentiality obligations.

4. Obligations

The Receiving Party will (a) use the Confidential Information only for the Purpose, (b) protect it with the same degree of care it uses for its own confidential information of similar importance and in any event no less than reasonable care, (c) limit disclosure to employees, contractors, and advisors with a need to know who are themselves bound by confidentiality, and (d) not reverse engineer, decompile, or disassemble any embodiment of the Confidential Information.

5. No license

Nothing in this Agreement grants the Receiving Party any right, title, or licence in or to any Confidential Information, intellectual property, or other proprietary rights of the Disclosing Party. All such rights remain with the Disclosing Party.

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6. Term

The Receiving Party's confidentiality obligations under this Agreement continue for . On request the Receiving Party will return or destroy all Confidential Information in its possession and certify the destruction in writing.

7. Remedies

The Receiving Party acknowledges that money damages may be inadequate to remedy a breach of this Agreement and that the Disclosing Party is entitled to seek injunctive or equitable relief in addition to any other available remedies.

8. Governing law

This Agreement is governed by the laws of the State in which the Disclosing Party maintains its principal place of business, without regard to conflict-of-laws principles.

This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior or contemporaneous agreements, written or oral. Amendments must be in writing and signed by both parties.

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Disclosing Party

Name

Title

Date

Receiving Party

Name

Title

Date

Made with WalnutsHR Paper · Reviewed for United States (general) · April 2026

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No compliance hints for this jurisdiction yet — your document looks good for the basics. Have a lawyer review before sending anything consequential.

About this template

A confidentiality agreement (NDA) is a contract that restricts how a party uses information shared during a business discussion or working relationship. It's the foundation document for almost every commercial conversation — a job candidate's first day, a fundraising meeting, a vendor evaluation.

When to use it

You're sharing non-public information with a candidate, contractor, vendor, advisor, or potential investor.
You want a clear paper trail before showing financials, source code, customer data, or product roadmaps.
You need a default agreement that's good enough for low-stakes conversations and clear enough to escalate from.

What to include

Names and addresses of both parties.
The specific purpose for which information will be shared.
A workable definition of "Confidential Information" with standard exclusions (public domain, prior knowledge, independent development, third-party).
Use, care, and on-disclosure obligations.
An explicit statement that no IP licence is granted.
A finite term — most commercial NDAs run 3–5 years; trade-secret-grade information may need longer.
Equitable-relief language so a breach can be enjoined quickly.
Governing law and venue.

Frequently asked questions

One-way or mutual?

Use a one-way NDA when only the Disclosing Party is sharing sensitive information (most common for hiring, vendor evaluations, and customer contracts). Use a mutual NDA when both parties expect to exchange confidential information (M&A diligence, strategic partnerships).

Should the NDA cover the relationship after it ends?

Yes. The whole point of a finite term (5 years here) is that obligations survive the underlying engagement. For trade-secret-grade information you may want a perpetual obligation, but draft that carefully — perpetual obligations on broadly-defined information are sometimes struck down.

Is an NDA enough to protect IP I show during a hiring process?

An NDA stops use and disclosure but doesn't transfer ownership. If a candidate creates work product (e.g., a take-home assignment) you also want a separate IP-assignment that vests rights in the Company. Paper's offer letter and contractor agreement templates handle this in a follow-on document.

Legal disclaimer. NDAs that are too broad (e.g., perpetual, covering all information regardless of marking) can be unenforceable. Quebec restricts post-employment non-competition covenants beyond reasonable scope, geography, and duration; the same scrutiny applies to overly aggressive confidentiality terms. Have a Canadian or US-state lawyer review any NDA used at scale.

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