{ "id": "nda", "name": "Non-Disclosure Agreement", "category": "business", "description": "A bilateral or unilateral confidentiality agreement preventing parties from disclosing proprietary information shared during business discussions, partnerships, or employment. Suitable for general commercial use across UK and US jurisdictions.", "jurisdiction": "general", "version": "1.0.0", "fields": [ { "name": "disclosing_party_name", "label": "Disclosing Party Full Legal Name", "type": "text", "required": true, "description": "Full legal name of the individual or company disclosing confidential information" }, { "name": "disclosing_party_type", "label": "Disclosing Party Type", "type": "select", "required": true, "options": ["Individual", "Company", "Partnership", "LLC", "LLP"], "description": "Legal entity type of the disclosing party" }, { "name": "disclosing_party_address", "label": "Disclosing Party Address", "type": "address", "required": true, "description": "Registered or principal address of the disclosing party" }, { "name": "receiving_party_name", "label": "Receiving Party Full Legal Name", "type": "text", "required": true, "description": "Full legal name of the individual or company receiving confidential information" }, { "name": "receiving_party_type", "label": "Receiving Party Type", "type": "select", "required": true, "options": ["Individual", "Company", "Partnership", "LLC", "LLP"], "description": "Legal entity type of the receiving party" }, { "name": "receiving_party_address", "label": "Receiving Party Address", "type": "address", "required": true, "description": "Registered or principal address of the receiving party" }, { "name": "agreement_date", "label": "Agreement Date", "type": "date", "required": true, "description": "Date on which this agreement is entered into" }, { "name": "purpose", "label": "Purpose of Disclosure", "type": "textarea", "required": true, "description": "Describe the specific business purpose for which confidential information will be shared (e.g., evaluating a potential business partnership, due diligence for acquisition)" }, { "name": "confidential_information_description", "label": "Description of Confidential Information", "type": "textarea", "required": false, "description": "Optional specific description of the categories of confidential information to be disclosed. Leave blank to use standard broad definition." }, { "name": "duration_years", "label": "Confidentiality Duration (Years)", "type": "number", "required": true, "description": "Number of years the confidentiality obligations remain in force after the agreement date" }, { "name": "governing_law", "label": "Governing Law (Jurisdiction)", "type": "text", "required": true, "description": "The state, country, or jurisdiction whose laws govern this agreement (e.g., England and Wales, State of New York)" }, { "name": "nda_type", "label": "NDA Type", "type": "select", "required": true, "options": ["Unilateral (One-Way)", "Mutual (Two-Way)"], "description": "Whether only one party discloses information (unilateral) or both parties may disclose (mutual)" }, { "name": "disclosing_party_signatory_name", "label": "Disclosing Party Signatory Name", "type": "text", "required": true, "description": "Full name of the authorised individual signing on behalf of the disclosing party" }, { "name": "disclosing_party_signatory_title", "label": "Disclosing Party Signatory Title", "type": "text", "required": false, "description": "Job title or position of the disclosing party's signatory" }, { "name": "receiving_party_signatory_name", "label": "Receiving Party Signatory Name", "type": "text", "required": true, "description": "Full name of the authorised individual signing on behalf of the receiving party" }, { "name": "receiving_party_signatory_title", "label": "Receiving Party Signatory Title", "type": "text", "required": false, "description": "Job title or position of the receiving party's signatory" } ], "content": "NON-DISCLOSURE AGREEMENT\n\nThis Non-Disclosure Agreement (\"Agreement\") is entered into as of {{agreement_date}} (\"Effective Date\") by and between:\n\n{{disclosing_party_name}} (\"Disclosing Party\"), a {{disclosing_party_type}} with its principal place of business at {{disclosing_party_address}};\n\nAND\n\n{{receiving_party_name}} (\"Receiving Party\"), a {{receiving_party_type}} with its principal place of business at {{receiving_party_address}}.\n\nThe Disclosing Party and Receiving Party are each referred to herein individually as a \"Party\" and collectively as the \"Parties\".\n\nRECITALS\n\nWHEREAS, the Disclosing Party possesses certain confidential and proprietary information relating to its business operations, technologies, strategies, and other matters; and\n\nWHEREAS, the Disclosing Party desires to disclose certain Confidential Information (as defined herein) to the Receiving Party for the sole purpose of: {{purpose}} (the \"Permitted Purpose\"); and\n\nWHEREAS, the Receiving Party desires to receive such Confidential Information subject to the terms and conditions set forth herein;\n\nNOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:\n\n1. DEFINITION OF CONFIDENTIAL INFORMATION\n\n1.1 \"Confidential Information\" means any and all information or data that has or could have commercial value or other utility in the business in which the Disclosing Party is engaged, disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, electronically, visually, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. {{confidential_information_description}}\n\n1.2 Confidential Information includes, without limitation: trade secrets, business plans, financial information, customer lists, supplier lists, pricing information, technical data, software, source code, algorithms, formulas, processes, inventions, research and development, marketing strategies, and any other information that derives actual or potential economic value from not being generally known.\n\n1.3 Confidential Information does not include information that:\n (a) is or becomes publicly available through no act or omission of the Receiving Party;\n (b) was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party without restriction;\n (c) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure;\n (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or\n (e) is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice prior to such disclosure and cooperates with the Disclosing Party's efforts to seek a protective order.\n\n2. OBLIGATIONS OF THE RECEIVING PARTY\n\n2.1 The Receiving Party agrees to:\n (a) hold all Confidential Information in strict confidence and protect it using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;\n (b) not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party;\n (c) use the Confidential Information solely for the Permitted Purpose;\n (d) limit access to Confidential Information to those of its employees, directors, officers, contractors, and agents who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those contained herein;\n (e) promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorised use, disclosure, or loss of Confidential Information.\n\n2.2 The Receiving Party shall be responsible for any breach of this Agreement by any of its employees, agents, contractors, or other representatives to whom Confidential Information is disclosed.\n\n3. TERM\n\nThis Agreement shall commence on the Effective Date and the obligations of confidentiality shall remain in force for a period of {{duration_years}} years from the Effective Date, unless earlier terminated by mutual written agreement of the Parties or extended by written amendment signed by both Parties.\n\n4. RETURN OR DESTRUCTION OF INFORMATION\n\nUpon the written request of the Disclosing Party, or upon the expiration or termination of this Agreement, the Receiving Party shall promptly, at the Disclosing Party's election, either return or securely destroy all tangible materials containing or embodying Confidential Information, including all copies, notes, and summaries thereof, and shall certify such destruction in writing if requested.\n\n5. NO LICENCE OR RIGHTS GRANTED\n\nNothing in this Agreement shall be construed as granting the Receiving Party any rights, licences, or interests in the Confidential Information, or in any patent, copyright, trade secret, trademark, or other intellectual property right of the Disclosing Party. All Confidential Information remains the sole and exclusive property of the Disclosing Party.\n\n6. NO WARRANTY\n\nThe Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, or fitness for any particular purpose of the Confidential Information disclosed hereunder. The Disclosing Party shall not be liable for any loss, damage, or expense arising from the Receiving Party's use of or reliance on the Confidential Information.\n\n7. REMEDIES\n\nThe Receiving Party acknowledges that any breach of this Agreement would cause irreparable harm to the Disclosing Party for which monetary damages would 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, without the requirement of posting a bond or proving actual damages.\n\n8. GOVERNING LAW AND DISPUTE RESOLUTION\n\n8.1 This Agreement shall be governed by and construed in accordance with the laws of {{governing_law}}, without regard to its conflict of law provisions.\n\n8.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{governing_law}}.\n\n9. GENERAL PROVISIONS\n\n9.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.\n\n9.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorised representatives of both Parties.\n\n9.3 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof.\n\n9.4 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.\n\n9.5 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party. Any purported assignment in violation of this section shall be null and void.\n\n9.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid.\n\n9.7 Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a Party may designate in writing.\n\nIN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the date first written above.\n\nDISCLOSING PARTY:\n\n{{disclosing_party_name}}\n\nBy: _______________________________\nName: {{disclosing_party_signatory_name}}\nTitle: {{disclosing_party_signatory_title}}\nDate: ______________________________\n\n\nRECEIVING PARTY:\n\n{{receiving_party_name}}\n\nBy: _______________________________\nName: {{receiving_party_signatory_name}}\nTitle: {{receiving_party_signatory_title}}\nDate: ______________________________" }