A Non-Disclosure Agreement (NDA), or confidentiality agreement, is a legally enforceable contract that protects sensitive information. It ensures that proprietary data like trade secrets, business strategies, software codes, and more remain confidential and are not disclosed to unauthorised parties.

Consultants and agencies working with multiple clients often sign NDAs to safeguard client information and meet legal responsibilities.

Types of Non-Disclosure Agreements

• One-way (Unilateral) NDA: One party (disclosing party) shares confidential information with another (receiving party).
• Two-way (Bilateral) NDA: Both parties exchange confidential information and agree to protect it.
• Multilateral NDA: Involves three or more parties where one shares sensitive data and the others agree to maintain confidentiality.

Advantages of a Non-Disclosure Agreement (NDA)

• Protects Business Secrets: Safeguards trade secrets and sensitive information from being disclosed to competitors or unauthorized parties.
• Builds Client Trust: Assures clients that their confidential data is secure, strengthening business relationships and credibility.

Non Disclosure Agreement Format

Key Elements of a Non-Disclosure Agreement (NDA)

• The Parties: Mentions whether the NDA is unilateral, bilateral, or multilateral. Includes details of all involved parties such as names and addresses.
• Term of the Agreement: Specifies the execution date, duration of the NDA, and whether confidentiality obligations extend beyond its expiry.
• Confidential Information: Defines the specific information considered confidential under the agreement.
• Disclosure of Confidentiality: States the purpose for which the confidential information will be used and identifies the persons or entities with whom such data may be shared.
• Dispute Resolution: Describes the process for resolving disputes, including preferred methods like arbitration or mediation.

How to Write a Non-Disclosure Agreement?

• Step 1: Once you submit a request, our representative will contact you to understand your specific requirements.
• Step 2: If additional details are needed, we will reach out to collect them.
• Step 3: After receiving all necessary inputs, we will draft and send the Non-Disclosure Agreement format for your review within 3 to 4 working days.

Note: If you wish to make changes to the NDA format, our legal consultant will assist you. Two rounds of revisions are included in the original price.

Exclusions to NDAs

• Publicly available information: Data already in the public domain.
• Pre-known information: Details that the receiving party already possesses or can independently acquire without breaching the NDA.
• Consent-based disclosure: Information disclosed with the express permission of the disclosing party.
• Legal obligation disclosure: Information revealed by the receiving party due to a legal requirement, such as a court order.

Real-World Examples of an NDA

• Product Development: A company hires a consultant for a new product and requires them to sign an NDA to protect confidential product details.
• Mergers & Acquisitions: Two companies considering an acquisition sign an NDA to safely exchange sensitive business data like financials and customer lists.
• Joint Ventures: Companies entering a joint venture sign an NDA to secure trade secrets, intellectual property, and other confidential information.

When Do You Need an NDA Agreement?

• Hiring a consultant
• Forming a joint venture
• Negotiating mergers or acquisitions
• Sharing trade secrets or intellectual property
• Discussing new product development
• Seeking investment or funding from investors

Requirements for an NDA

• Definition of Confidential Information
• Scope of the Agreement
• Exceptions to Confidentiality
• Obligations of the Recipient
• Remedies for Breach
• Governing Law and Jurisdiction

Non-Disclosure Agreement (NDA) – Simplified Version

This Nondisclosure Agreement (“Agreement”) is made on [Date] (“Effective Date”) by and between [Disclosing Party], located at [Address], and [Receiving Party], located at [Address].

1. Purpose

The Disclosing Party agrees to share confidential details regarding [Product/Service/Information] solely for [Purpose of Disclosure], as required by the Receiving Party.

2. Confidential Information

“Confidential Information” includes all data marked as confidential or understood to be proprietary by nature, disclosed orally, in writing, or through access to objects.

3. Non-Disclosure & Non-Use

The Receiving Party shall not disclose, copy, or use the Confidential Information for purposes other than the agreed purpose, without prior written consent. Proper safeguards must be implemented to protect such information.

4. Term & Termination

This Agreement remains valid for [Term], unless terminated earlier in writing. Upon termination, the Receiving Party must return or destroy all Confidential Information and certify its disposal in writing.

5. Remedies

Any breach may cause irreparable harm, allowing the Disclosing Party to seek injunctive relief in addition to other legal remedies, without the need to post a bond.

6. Governing Law & Jurisdiction

This Agreement shall be governed by the laws of [State/Country]. Legal actions will be confined to courts in [State/Country].

7. Entire Agreement

This document represents the entire agreement, replacing all prior communications. Amendments require written consent from both parties.

What Happens If You Violate a Non-Disclosure Agreement?

Violating an NDA can lead to legal action, including monetary damages or injunctive relief. The exact consequences depend on the NDA’s terms and the nature of the breach.

Penalties may involve paying for actual losses suffered by the disclosing party and any profits earned from the breach. Courts may also issue orders preventing further disclosure or misuse of the confidential information and may require the return of all confidential materials.

Real-World Example of an NDA

• 2018: Indian government signed an NDA with Google for a cloud-based platform to ensure data confidentiality.
• 2020: Cipla signed an NDA with Gilead Sciences to develop a generic HIV drug, safeguarding R&D data.
• 2021: Unacademy and Tencent entered into an NDA to protect business plans and operations.

Information Protected Under a Non-Disclosure Agreement (NDA)

• Trade Secrets
• Business & Financial Information
• Intellectual Property
• Personal Information
• Proprietary Software/Technology
• Customer/Supplier Data

Why Sperso Filings?

• We handle legal work for 1000+ companies monthly using advanced tech and expert legal professionals.
• We ensure smooth and hassle-free interaction with government processes.
• Two rounds of revisions are included in the original fee.
• Enjoy a simple, convenient, and efficient service experience with us.
• Need changes? Our lawyers will revise and share the updated agreement for your review.