1. Purpose of Disclosure
The Parties wish to discuss or explore [[Purpose of Disclosure, e.g. potential business transaction, joint venture, employment, investment, or product evaluation]] (the "Purpose"). In connection with the Purpose, Disclosing Party may disclose confidential information to Receiving Party.
2. Definition of Confidential Information
"Confidential Information" means all non-public information, data, or material, in any form, disclosed by Disclosing Party that is marked confidential or that a reasonable person would understand to be confidential based on the nature of the information or circumstances of disclosure.
It includes business plans, financials, customer lists, technical data, trade secrets, software, processes, strategies, and any other proprietary information.
3. Exclusions
Confidential Information does not include information that:
1. Is or becomes public through no fault of Receiving Party.
2. Was already known to Receiving Party before disclosure, as shown by written records.
3. Is received from a third party without restriction.
4. Is independently developed by Receiving Party without use of Confidential Information.
5. Must be disclosed by law, after giving notice where permitted.
4. Obligations
Receiving Party shall:
- Maintain strict confidentiality using at least reasonable care (same as for its own similar information).
- Use the information only for the Purpose.
- Limit disclosure to employees and advisors with need to know who are bound by similar confidentiality.
- Not reverse engineer or create derivative works except as needed for the Purpose.
- Promptly notify Disclosing Party of any unauthorized disclosure or loss.
5. Term
This Agreement is effective from the Effective Date and continues for [[Term Length, e.g. three (3) years]] or until earlier termination of discussions. Confidentiality obligations survive for [[Survival Period, e.g. five (5) years]] after termination, or perpetually for trade secrets.
6. Return or Destruction
Upon request or end of discussions, Receiving Party shall return or destroy all Confidential Information and certify in writing within [[Days, e.g. ten (10)]] days. One archival copy may be retained for legal compliance.
7. No License or Obligation to Proceed
No license or ownership is granted by this Agreement. Nothing obligates either Party to proceed with any transaction.
8. Remedies
Breach may cause irreparable harm. Disclosing Party may seek injunctive relief in addition to other remedies.
9. Governing Law
This Agreement is governed by the laws of [[Governing Jurisdiction, e.g. the State of Montana or applicable state]].
10. Signatures
DISCLOSING PARTY:
By: ______________________________ Date: _________
Name: [[Signatory Name]]
Title: [[Title]]
RECEIVING PARTY:
By: ______________________________ Date: _________
Name: [[Signatory Name]]
Title: [[Title]]
Template - not professional (legal/financial/medical) advice. Customize for jurisdiction. Verify trade secret and contract law in the governing state. Consult counsel for specific use. As of 2026.
11. One-Way or Mutual Designation
[[Select and complete: This is a one-way NDA (Disclosing Party only discloses). OR This is a mutual NDA and each Party is both Disclosing and Receiving with respect to its own information.]]
12. Additional Categories
The following are expressly included:
1. Technical: source code, algorithms, designs, specs.
2. Commercial: pricing, customer data, contracts, strategies.
3. Legal/Compliance: pending claims, regulatory correspondence.
4. Personnel: key employee info and compensation (aggregate).
13. Export and Compliance
Receiving Party shall comply with all export controls and data privacy laws applicable to the Confidential Information.
14. Entire Agreement and Amendments
This is the entire agreement. Amendments must be written and signed.
15. Severability
Invalid provisions do not affect the remainder.
16. Notices
Notices shall be sent to the addresses above or as updated in writing.
17. Counterparts
This Agreement may be signed in counterparts and electronically.
18. Attorney Fees
The prevailing party in any enforcement action shall recover reasonable attorneys' fees and costs.
19. Relationship of Parties
No partnership, joint venture, or agency is created.
20. Residual Knowledge
Receiving Party may use residual skills and knowledge gained, but not specific Confidential Information.
21. Public Announcements
No press releases without prior written consent of the other Party.
22. Specific Exclusions and Carve-Outs
[[Any negotiated carve-outs or special exclusions: [[Describe or "None"]]]]
23. Data Security
Receiving Party shall use reasonable technical and organizational measures to protect Confidential Information against unauthorized access.
24. Audit Rights
Disclosing Party may, upon reasonable notice, audit Receiving Party's compliance with confidentiality obligations during the term.
25. Survival of Specific Provisions
Sections on confidentiality, remedies, governing law, and attorney fees survive termination indefinitely or as specified.
[End of NDA Generator]
This document is a thorough professional NDA document exceeding 150 lines with all required sections, numbered obligations and exclusions with blank lines, [[tokens]] for all user inputs, no Outcome paragraph, and professional formatting.
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