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Confidentiality Non-Disclosure Statement

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CONFIDENTIALITY NON-DISCLOSURE STATEMENT

This Confidentiality Non-Disclosure Statement (the "Agreement") is entered into as of Effective Date: by and between Disclosing Party Name: with principal place of business at ("Disclosing Party"), and Receiving Party Name: with principal place of business at ("Receiving Party"). Each of Disclosing Party and Receiving Party may be referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties desire to engage in discussions and to exchange certain confidential and proprietary information related to: (the "Purpose");

WHEREAS, in connection with the Purpose, Disclosing Party may disclose to Receiving Party certain non-public, confidential or proprietary information; and

WHEREAS, the Parties wish to set forth the terms governing the disclosure, protection and permitted use of such information.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

"Confidential Information" means all information disclosed by Disclosing Party to Receiving Party, whether disclosed orally, visually, in writing, electronically or by inspection, 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 includes, without limitation, business plans, technical data, product designs, financial information, customer lists, pricing, trade secrets, and proprietary algorithms, but excludes information described in Section 3 below.

2. NON-DISCLOSURE AND NON-USE

Receiving Party shall (a) hold and maintain Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential information and in no event less than a reasonable degree of care; (b) use Confidential Information solely for the Purpose; and (c) not disclose Confidential Information to any third party except as expressly permitted under this Agreement. Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that Receiving Party can demonstrate by written record: (a) is or becomes generally available to the public other than as a result of a disclosure by Receiving Party in breach of this Agreement; (b) was known to Receiving Party prior to disclosure by Disclosing Party without breach of any obligation of confidentiality; (c) is independently developed by Receiving Party without use of or reference to Disclosing Party's Confidential Information; or (d) is rightfully obtained by Receiving Party from a third party without restriction on disclosure.

4. PERMITTED DISCLOSURES

Receiving Party may disclose Confidential Information only to its Representatives who have a strict need to know for the Purpose and who are bound by confidentiality obligations no less protective than those contained herein. Receiving Party shall limit such disclosures and shall remain liable for any breach by such Representatives.

If Receiving Party is compelled by law, regulation, or valid legal process to disclose Confidential Information, Receiving Party shall, to the extent permitted, provide prompt written notice to Disclosing Party so that Disclosing Party may seek a protective order or other appropriate remedy and shall disclose only that portion of Confidential Information that Receiving Party is legally required to disclose.

5. TERM

This Agreement shall commence on the Effective Date and, unless earlier terminated by mutual written agreement of the Parties, shall continue in effect for Confidentiality Period (years):

Notwithstanding the foregoing, Receiving Party's obligations with respect to any Confidential Information that constitutes a trade secret shall continue for so long as such information remains a trade secret under applicable law.

6. RETURN OR DESTRUCTION

Upon Disclosing Party's written request or upon termination of this Agreement, Receiving Party shall promptly, and in any event within thirty (30) days, return or destroy all materials containing Confidential Information and certify in writing that it has complied with this obligation, except that Receiving Party may retain one archival copy of Confidential Information solely to the extent required by law or internal retention policies, subject to the confidentiality obligations herein.

7. REMEDIES

The Parties acknowledge that breach of this Agreement may cause irreparable harm to Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, Disclosing Party shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief and specific performance to enforce the terms of this Agreement without the requirement of posting bond.

8. NO LICENSE; NO OBLIGATION

Nothing in this Agreement grants Receiving Party any rights, by license or otherwise, to Disclosing Party's Confidential Information except as expressly set forth herein. Neither Party has an obligation under this Agreement to enter into any further agreement or business relationship.

9. REPRESENTATIONS AND WARRANTIES

Each Party represents that it has the full right and authority to disclose the Confidential Information it provides and to enter into this Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS" AND DISCLOSING PARTY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. NOTICES

All notices, requests, consents and other communications under this Agreement shall be in writing and delivered to the Parties at their addresses set forth below or to such other address as a Party may designate by notice. Notices shall be deemed given on the date received when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier.

11. AMENDMENTS; WAIVER

No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay in exercising any right will operate as a waiver of that right.

12. ASSIGNMENT

Neither Party may assign or transfer any rights or obligations under this Agreement without the other Party's prior written consent, except to a successor entity in connection with a merger or sale of substantially all of its assets, provided that the successor agrees in writing to be bound by the terms of this Agreement.

13. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the courts located in the chosen jurisdiction for the resolution of disputes arising under this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the Parties, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one instrument. Signatures delivered electronically or by facsimile will be effective for all purposes.

16. SURVIVAL

The provisions of this Agreement that, by their nature, should survive termination or expiration of this Agreement shall survive, including but not limited to Sections 1, 2, 3, 5, 6, 7, 8, 10 and 14.

ADDITIONAL INFORMATION

Disclosing Party - Printed Name:

By:

Date:

Receiving Party - Printed Name:

By:

Date:

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What the Confidentiality Non-Disclosure Statement Is

A Confidentiality Non-Disclosure Statement (often called an NDA) is a legally binding agreement that limits disclosure and use of specified confidential information between parties. It defines the information covered, permitted uses, duration of confidentiality, and remedies for breach. NDAs can be mutual or unilateral, and they are used to protect trade secrets, business plans, customer lists, proprietary processes, and other nonpublic data. When executed correctly they provide a contractual basis for injunctive relief and damages claims under state contract law, while also clarifying obligations and expectations for employees, contractors, vendors, and potential partners.

Why a Clear NDA Matters for Business Relationships

A well-drafted Confidentiality Non-Disclosure Statement reduces ambiguity about what information is protected, who may access it, and how long confidentiality lasts. It helps preserve trade secrets, supports commercial negotiations, and can simplify compliance with privacy and sector-specific rules.

Why a Clear NDA Matters for Business Relationships

Who Typically Signs a Confidentiality Non-Disclosure Statement

NDAs are used across organizations of all sizes whenever sensitive information is shared; the following examples represent common signer groups.

  • Startups and investors evaluating funding or due diligence materials during a financing round or M&A process.
  • Employers and independent contractors exchanging employee-level IP, product roadmaps, or customer lists during engagement.
  • Vendors, consultants, and potential partners receiving confidential technical specifications, pricing, or business strategies.

Tailor the NDA to the relationship type (employee, contractor, vendor, prospective investor) to ensure appropriate scope, duration, and remedies.

Core Elements to Include in a Professional NDA

A complete Confidentiality Non-Disclosure Statement balances specificity with enforceability: define covered information, permitted uses, duration, and remedies while keeping language precise and limited to business needs.

Parties

Identify each contracting party by full legal name and entity type. Use exact corporate or individual names to avoid ambiguity during enforcement or court filings.

Definition of Confidential Information

List categories and include examples while permitting non-exhaustive language. Exclude publicly available information and preexisting knowledge to reduce later challenges.

Permitted Uses

Allow limited internal use for evaluation or performance and enumerate permitted disclosures (e.g., to legal advisors) to avoid implicit broad permissions.

Term and Survival

Specify how long information remains confidential and which clauses survive termination, such as non-disclosure, return/destruction obligations, and injunctive relief.

Remedies

Address injunctive relief, monetary damages, and recovery of attorneys' fees where allowed. Clear remedies strengthen deterrence and enforceability.

Exclusions and Exceptions

Include standard carve-outs: information already known, public domain, independently developed, or disclosed under legal compulsion subject to notice requirements.

Essential Information to Provide in the Statement

Full Legal Name: Exact party name
Entity Type: Corporation, LLC, individual
Address: Street, city, state, ZIP
Effective Date: MM/DD/YYYY
Confidential Scope: Clear categories described
Signature Block: Typed name, title, date

Step-by-Step: Completing the Confidentiality Non-Disclosure Statement

Follow these sequential steps to prepare, review, and execute a clear and enforceable NDA.

  • 01
    Prepare details: Gather full legal names, addresses, and the effective date.
  • 02
    Define scope: Write precise categories and exclusions for confidential information.
  • 03
    Set term: Choose a specific confidentiality period and survival clauses.
  • 04
    Sign and retain: Execute by authorized signer, date the signature, and store copies securely.

Where to Send, File, or Share the Signed Agreement

After execution, route the signed Confidentiality Non-Disclosure Statement to internal and external recipients and retain a copy in secure records.

  • Recipient copies: Provide each party a fully executed PDF for their records.
  • Internal records: Route to legal and contract administrators for central retention.
  • Document management: Store in secure DMS with access controls and versioning.
  • Legal counsel: Send to counsel if review or enforcement may be needed.

Digital Signing and System Requirements

Select an eSignature platform that records intent, attribution, and retention to meet ESIGN and UETA standards.

  • File formats: PDF or DOCX preferred
  • Authentication: Email or SMS code recommended
  • Audit trail: Timestamp and IP address recorded

Use a platform that supports secure storage, tamper-evident signed PDFs, and appropriate compliance features for your industry and jurisdiction.

Timing Considerations and Key Dates

Be explicit about dates and deadlines in the NDA to avoid ambiguity on obligations, disclosures, and return of materials.

Effective Date:

Date when duties commence; use MM/DD/YYYY to avoid confusion.

Confidentiality Term:

Specify term length, e.g., 2–5 years from effective date or until information becomes public.

Return/Destruction Deadline:

Set a clear period after termination for return or destruction, typically 30–90 days.

Notice for compelled disclosure:

Require prompt notice to the disclosing party before compelled disclosure.

Review schedule:

If needed, build periodic reviews for long-term arrangements.

Common Mistakes to Avoid When Preparing an NDA

  • Using overly broad definitions that attempt to cover all information, which courts may deem unenforceable for lack of reasonable specificity.
  • Failing to identify the authorized signer or authority, causing challenges to enforceability against a corporate party.
  • Neglecting survival clauses and return/destruction procedures, leaving obligations unclear after relationship ends.
  • Relying on oral assurances or unsigned drafts — make sure a clear, signed agreement exists before sharing nonpublic information.

Consequences and Risks of an Incomplete or Incorrect NDA

Contract invalidation: Excessive vagueness may render confidentiality provisions unenforceable.
Loss of protection: Unclear scope can permit unintended disclosure or reuse of information.
Litigation costs: Enforcement can lead to costly disputes and attorney fees.
Injunction limits: Courts may deny injunctive relief without clearly defined trade secret elements.
Regulatory exposure: Improper handling of PHI may trigger HIPAA penalties.
Reputational harm: Data leaks undermine business relationships and trust.

eSignature Provider Comparison for Executing NDAs (signNow first)

Select an eSignature provider that meets security and compliance requirements for your NDA workflows; the table summarizes common pricing and feature differences across major vendors.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Yes (BAA available) Yes (BAA available) No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Frequently Asked Questions and Practical Answers

Answers to frequent questions about enforceability, electronic signing, and handling of Confidentiality Non-Disclosure Statements.


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