Non-Disclosure Agreement Template

A well-drafted NDA should cover all aspects of the confidentiality arrangement. Key elements include:

Essential Clauses:

• Parties: Full legal names and addresses of disclosing and receiving parties
• Definition of confidential information: What's protected (specific categories, not just "all information")
• Purpose: Why information is being shared (limits how it can be used)
• Obligations: What the recipient must do (protect, not disclose, limit access)
• Exclusions: What isn't confidential (public knowledge, independently developed, legally required)
• Permitted disclosures: Who can see it (employees, advisers, with their own obligations)
• Duration: How long confidentiality lasts (often outlasts the agreement itself)
• Return of information: What happens when the arrangement ends
• Remedies: What happens if there's a breach (injunctions, damages)
• Governing law: Which jurisdiction applies (England & Wales)

Our template includes all essential clauses with clear guidance.

One-Way (Unilateral) NDA:

• Information flows in ONE direction only
• One party discloses, the other receives and protects
• Common for: employee NDAs, contractor agreements, investor presentations
• Example: You share your business plan with a potential investor

Mutual (Bilateral) NDA:

• Information flows BOTH ways
• Both parties disclose AND receive confidential information
• Common for: partnership discussions, joint ventures, M&A negotiations
• Example: Two companies exploring a merger share financial data with each other

Which Do You Need?

• Use one-way when only you are sharing sensitive information
• Use mutual when both parties will share sensitive information
• When in doubt, use mutual — it's more balanced and often easier to negotiate

Our template supports both one-way and mutual configurations.

Comprehensive NDA Coverage:

• ✓ Party identification and contact details
• ✓ One-way or mutual configuration
• ✓ Definition of confidential information
• ✓ Purpose limitation clause
• ✓ Confidentiality obligations
• ✓ Standard exclusions
• ✓ Permitted disclosures
• ✓ Employee and adviser obligations
• ✓ Duration and survival provisions
• ✓ Return/destruction of information
• ✓ Injunction and remedies clause
• ✓ No licence granted
• ✓ Entire agreement
• ✓ Governing law (England & Wales)
• ✓ Dispute resolution
• ✓ Signature blocks

Related documents: Businesses often also need Consultancy Agreement, Service Agreement, and Data Processing Agreement.

Mistakes That Weaken Your Protection:

• Vague definitions: "All information shared" is too broad and hard to enforce — be specific about categories
• No time limit: Perpetual confidentiality may be unenforceable for non-trade-secrets — specify reasonable duration
• Missing exclusions: Without standard exclusions (public knowledge, independent development), the NDA may be challenged as unreasonable
• No purpose limitation: Without specifying why information is shared, recipients may argue broader use rights
• Forgetting employees: Recipients need to bind their employees and advisers to the same obligations
• No remedies clause: Without explicit injunction rights, you may only get damages (too late to stop disclosure)
• Wrong jurisdiction: US-style NDAs may not work in UK courts — use proper English law drafting
• Overly aggressive terms: One-sided NDAs may be rejected or challenged as unreasonable

Our template includes balanced, enforceable clauses that courts recognise.