SAMPLE NON-DISCLOSURE AGREEMENT (NDA)
1. Parties
This Non-Disclosure Agreement is between Disclosing Party: __________________________ and
Receiving Party: __________________________.
2. Confidential Information
Confidential Information means non-public information disclosed in written, oral, electronic, or other
form, including business plans, technical information, customer information, processes, documents, and
trade secrets.
3. Confidentiality Obligations
The Receiving Party shall use Confidential Information only for the agreed purpose and shall take
reasonable steps to prevent unauthorized disclosure or use.
4. Exclusions
Confidential Information does not include information that is publicly available without breach, was
already lawfully known, is independently developed, or is lawfully received from another source without
a confidentiality obligation.
5. Required Disclosure
If disclosure is required by law or a valid legal process, the Receiving Party may disclose only what is
legally required and, where lawful, shall give reasonable notice to the Disclosing Party.
6. Term
The confidentiality obligations shall continue for ______ years from the date of signing, subject to
applicable law.
7. Return or Destruction
Upon request, the Receiving Party shall return or destroy Confidential Information, except where
retention is required by law or routine backup systems.
8. Signatures
Disclosing Party: ____________________ Date: ____________ Receiving Party:
______________________ Date: ____________ Witness: ______________________________
IMPORTANT: This is a general sample/template for educational or drafting purposes. It is not legal advice and may not satisfy
the legal, stamp, notarization, registration, or jurisdiction-specific requirements applicable to a particular matter.