NDA and Confidentiality Templates

A non-disclosure agreement protects information you have to share before a deal exists: business plans, pricing, customer lists, source code or product designs. It only works if it defines confidential information precisely, sets sensible exclusions, limits how the information may be used and says what happens to it when talks end. Courts will not enforce terms that are overbroad, and several states now restrict what an NDA may say about workplace harassment, discrimination or an employee's right to discuss wages.

The templates here are written to the rules of a named jurisdiction, including the statutory notices and carve-outs that must appear for the agreement to be fully enforceable. Each one covers definitions, exclusions, permitted use, the standard of care, compelled disclosure, return or destruction, term and remedies, with guidance notes on every clause.

Use a mutual NDA when both sides share information, a one-way NDA when only one side does, and keep the definition of the purpose narrow.