Free NDA template for protecting confidential business information. Covers mutual and unilateral confidentiality obligations, exclusions, and remedies.
This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] by and between [Disclosing Party Name], with a principal place of business at [Address] ("Disclosing Party"), and [Receiving Party Name], with a principal place of business at [Address] ("Receiving Party"). Collectively referred to as the "Parties".
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, including but not limited to: trade secrets, business plans, financial data, customer lists, product designs, source code, marketing strategies, and any other proprietary information marked as "Confidential" or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the purpose of evaluating or pursuing a business relationship between the Parties; (d) limit access to Confidential Information to those employees, agents, or advisors who have a need to know and who are bound by obligations of confidentiality no less restrictive than those contained herein.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already in the Receiving Party's possession prior to disclosure, as evidenced by written records; (c) is independently developed by the Receiving Party without use of the Confidential Information; (d) is rightfully received from a third party without restriction on disclosure; (e) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party.
This Agreement shall remain in effect for a period of [2/3/5] years from the date of execution. Either Party may terminate this Agreement upon thirty (30) days' written notice. The obligations of confidentiality shall survive termination for a period of [2] years following the date of termination or expiration.
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
Signature — Party A
Signature — Party B
Step 1: Choose your NDA template. Log in to ContractClaw Sign and select the Non-Disclosure Agreement template from your dashboard. You can pick between mutual NDA (both parties share confidential information) and unilateral NDA (one party discloses) depending on your situation.
Step 2: Customize the confidentiality terms. Fill in the key fields: Disclosing Party name and address, Receiving Party name and address, the effective date, and the confidentiality period (typically 2-5 years). Define what constitutes Confidential Information for your specific business context — trade secrets, client lists, financial data, product designs, or source code. Adjust the exclusions and remedies clauses as needed.
Step 3: Add signers. Enter each signer's full legal name and email address. For a mutual NDA, both parties sign as both Disclosing and Receiving Party. For a unilateral NDA, designate which party is the Disclosing Party and which is the Receiving Party. You can add multiple signers if the NDA involves more than two parties.
Step 4: Place signature fields. Drag and drop signature blocks, date fields, and initials onto the document where each party needs to sign. ContractClaw Sign auto-detects signature lines, but you can adjust placement for any custom sections you have added.
Step 5: Send for signature. Click Send — each signer receives the NDA via email and WhatsApp with a secure OTP verification link. Signers can review the full agreement and sign from any device — phone, tablet, or desktop. No account creation or app download required.
Step 6: Track and download. Monitor signing status in real time from your ContractClaw Sign dashboard. You will receive instant notifications when each party signs. Once all parties have signed, the NDA is automatically sealed with a SHA-256 hash, RFC 3161 timestamp, and QR verification code for tamper-proof authenticity. Download the fully executed PDF anytime from your document vault.
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View templateDisclaimer: This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction. Consult a qualified legal professional before using this document for any binding agreement. ContractClaw Sign is not a law firm and does not provide legal services.
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