Non-Disclosure Agreement Templates (by State)

A Non-disclosure agreement (NDA) is a legal contract or part of a contract between two parties that outlines confidential knowledge, information, or confidential materials that the parties wish only to share between them.

Benefits of Non-Disclosure Agreement

NDAs serve the following benefits:

  • A non-disclosure agreement helps an inventor to keep patent rights of a new product or concept development. Public disclosure of newly invented products can interfere with patent rights. A well written NDA can help its creator hold onto the rights to an idea or a product.
  • Non-disclosure agreements protect sensitive information from leaking to third parties. The parties involved in signing an NDA vow not to share the information.  If the information is revealed, the affected person has a right to claim a breach of a contract.
  • They clearly outline what information is private and what is fair game. In many instances, an NDA serves as a document that categorizes exclusive and confidential information.
  • NDAs help to limit access to a confidential request for proposal (RFP). Prospective suppliers are sometimes required to sign an NDA before a request for proposal is provided to them in order to ensure that confidential information contained in an NDA is given maximum security.
  • NDAs are used when prefacing a discussion of the purchase of an asset. Prior to the purchase of an asset, the buyer maybe required to sign an NDA to restrict him/her from leaking the seller’s trade secrets.

Formats of Non-Disclosure Agreement

Non-disclosure agreements are usually presented in two basic formats:

  • Unilateral NDAThis is used by a single party/ entity when seeking to safely disclose confidential information to another party. It binds one party to maintain the confidence of the counterpart when it comes to sharing confidential information.
  • Mutual NDA- It is a mutual confidentiality agreement involving two parties. It holds the parties involved responsible for maintaining confidentiality of the proprietary information shared between them.

Common Situations where one may want to use a Non-disclosure Agreement

Mentioned below are some of the common situations where one may want to use a Non-disclosure Agreement:

  • When engaging services from another party/ business entity where such entity will be provided with sensitive information of your organization.
  • When pitching to other investors. An individual may require using an NDA when presenting a business idea to an investor or a capital firm.
  • When a startup entrepreneur is seeking to find a service provider, e.g. a web developer or a designer.
  • When employees are granted access to an organization’s confidential information.
  • When entering into a business relationship, for instance, when selling a new invention to another entrepreneur.

NDA vs Non-Compete Agreement

Both NDA and Non-compete are similar in that they are legal instruments that are considered as restrictive contracts that limit what an individual can say or do under certain situations. A non-compete agreement restricts an employee from quitting an organization and establishing their own rival entity in direct competition and a close proximity with their previous business organization. On the other hand, an NDA restricts an individual from disclosing any sensitive information to external parties.

Characteristics of Non-Disclosure Agreement

Non-Disclosure Agreements (NDAs) have the following characteristics:

  • They prohibit the involved parties from disclosing sensitive information to external parties.
  • They are not limited to the industry in which they are employed.
  • NDAs allow a worker to work for a rival company.
  • No state has any restrictions on NDAs.

Characteristics of Non-Compete Agreement

Non-Compete Agreements have the following characteristics:

  • Prevents a worker from working for a competitor.
  • Prohibits an employee from sharing sensitive information with external parties.
  • Restricts an employee from starting a similar business within a specified distance from the employer and within a specific time after leaving the company.
  • Non-Competition Agreements are prohibited in many states.

Types of NDA

The following are the common types of Non-disclosure Agreements.


Business Associate Agreement HIPAA

This is a non-disclosure required for any person or an organization (Business associate) in order to access protected health information.

Download: Microsoft Word (.docx)


Business Plan NDA

It allows an organization to show its internal ideas to a 3rd party.

Download: Microsoft Word (.docx)


Business Sale NDA

It allows a property seller to disclose information to a prospective buyer.

Download: Microsoft Word (.docx)


Cease and Desist Letter for NDA

It warns an individual that legal action will be taken if he/she intends to disclose information further.

Download: Microsoft Word (.docx)


Commercial Real Estate NDA

It allows a landlord/ property owner to release information regarding a commercial property to a prospective tenant or buyer.

Download: Microsoft Word (.docx)


Employee NDA

Prohibits an employee from revealing proprietary information or trade secrets of the organization he/she works for.

Download: Microsoft Word (.docx)

Financial Information Non Disclosure Agreement

Financial Information NDA

It discreetly releases information with monetary value while protecting the recipient from legal liability if any details leak.

Download: Microsoft Word (.docx)


HIPAA Employee NDA

Medical employees sign this to ensure that patients’ information will not be leaked to the public.

Download: Microsoft Word (.docx)


Independent Contractor NDA

It protects critical information when a third party is contracted to perform a service.

Download: Microsoft Word (.docx)


Internship NDA

It protects the firm offering an internship from information being disclosed to the public by an intern.

Download: Microsoft Word (.docx)


Landlord Tenant NDA

It protects the important information that a landlord may disclose to a potential tenant regarding the property of interest.

Download: Microsoft Word (.docx)


Movie Film NDA

This protects the film idea from being disclosed to the public.

Download: Microsoft Word (.docx)


Mutual NDA

Mutual NDA is Used when two parties exchange confidential information.

Download: Microsoft Word (.docx)


Patent / Invention NDA

This is used when sharing proprietary information about an invention or a new idea with another party.

Download: Microsoft Word (.docx)


Product Development NDA

This is used when sharing details about a new product or service that is yet to be patented or released to the market.

Download: Microsoft Word (.docx)


Real Estate Buyer NDA

It allows a property seller to share information with a prospective buyer. Such information shouldn’t be made public.

Download: Microsoft Word (.docx)


Software Development NDA

Used when sharing information with another party to come up with patentable software.

Download: Microsoft Word (.docx)


Trade Secret NDA

It highlights proprietary information meant to be shared with a third party but has to be kept secret from the general public.

Download: Microsoft Word (.docx)


Unilateral 1 Way NDA

Used when one party shares information that should not be disclosed to anyone by the recipient.

Download: Microsoft Word (.docx)


Volunteer NDA

This is used when individuals offer to provide their time and labour for free and commit to treating any information shared with them with confidentiality.

Download: Microsoft Word (.docx)


Website Design Non Disclosure Agreement

It’s an agreement made in order to create a website while protecting the information regarding the activity and the persons involved.

Download: Microsoft Word (.docx)

    By States

    What to include in a Non-Disclosure Agreement

    The following has to be included when writing an NDA:

    The parties involved

    When writing an NDA, state the parties involved (both the recipient and the releasor of the NDA) and indicate the date when the NDA became active.

    Type of Agreement

    Indicate whether the NDA is unilateral or mutual. This will be determined by the number of parties sharing the information.

    Confidential Information

    It is the proprietary information that should be kept confidential by the necessary parties. Such information includes:

    • Inventions and product ideas
    • Contract details or partner lists
    • Pricing or discount structure
    • Business plans and records
    • Technical data
    • Trade secrets
    • Sales leads and customer details
    • Financial information


    It refers to a statement pertinent to the unauthorized or illegal use of the NDA issuer’s property or his/her details for personal gains that may end up causing harm to the violator. The illegally used information may include a company’s trade secrets or business plans.

    Trade Secret

    This refers to highly sensitive information only known by a person or an entity that is important for them to keep their business running. A statement pertaining to this is also essential to be included in the agreement.


    This refers to the role assigned in the NDA to each party to ensure that none breaches the agreement.


    The relationship section of the NDA should show the reason why the involved parties are sharing confidential information.

    Governing law

    Governing law in the NDA stipulates the State whose laws will be applicable in case of a contract violation.


    The parties involved are required to sign the NDA document to approve that they accept to enter into an agreement. for this purpose, a section for signatures is essential to be included in it.

    Free NDA Templates

    What not to include in an NDA

    The following should be exempted from an NDA:

    1. Any publicly known information
    2. Any information that is disclosed to the receiving party by some other party who had no duty of confidentiality to the disclosing party
    3. Independently developed information by the receiving party without any reference to the information deemed confidential by the disclosing party.


    Is an NDA legally binding?

    Yes, properly executed NDAs are legally binding since they are not restricted in any state.

    How long should an NDA last?

    An NDA should remain valid and active as long as the confidential information remains useful.

    What happens if you break a non-disclosure agreement?

    The consequences of breaking an NDA are similar to those of violating other contracts except in cases of legal exceptions such as involvement in illegal activities.

    What happens when NDA is violated?

    Violating an NDA may result in serious consequences such as facing legal charges and paying financial damages and other related costs.

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