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NBA & CA Agreement

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NBA & CA AGREEMENT

This NBA & CA Agreement ("Agreement") is made as of Effective Date: , by and between Party A: , located at ("Party A"), and Party B: , located at ("Party B"). Each of Party A and Party B is referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Party A possesses specific business information, methods, materials and trade secrets related to its operations and expects to disclose certain confidential information to Party B for the purpose described below; and

WHEREAS, Party B has capabilities and expertise relevant to the collaboration described in this Agreement and will perform consulting, advisory, or other services in connection with such collaboration; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the sharing of information, ownership of work product, confidentiality, and other matters arising from their relationship.

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

1. DEFINITIONS

1.1 "Confidential Information" means any non-public, proprietary or confidential information, whether oral, written, electronic, or other form, that is disclosed by a Disclosing Party to a Receiving Party, including without limitation business plans, financial information, technical data, customer lists, trade secrets, and work product; provided, Confidential Information shall not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without restriction, (c) is received by the Receiving Party from a third party without breach of any obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

2. PURPOSE

The Parties intend that the Confidential Information shall be disclosed and used only for the purpose of: (the "Purpose"). Any use of Confidential Information for other purposes is strictly prohibited except as expressly agreed in writing.

3. SCOPE OF SERVICES

Party B shall perform the Services in a professional and workmanlike manner in accordance with applicable industry standards and within the timeframes set forth in any mutually executed statement of work. Party B shall provide regular progress reports as reasonably requested by Party A.

4. TERM AND TERMINATION

4.1 Term. This Agreement shall commence on the Effective Date specified above and shall continue for a period of months unless earlier terminated in accordance with this Section.

4.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party.

4.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

5. CONFIDENTIALITY

5.1 Non-Disclosure Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement; and (c) not use Confidential Information for any purpose other than the Purpose.

5.2 Required Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it shall (to the extent legally permitted) provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other remedy. The Receiving Party shall disclose only that portion of Confidential Information that is legally required and shall use reasonable efforts to obtain confidential treatment.

5.3 Duration. The obligations of confidentiality set forth in this Section shall survive termination or expiration of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. As between the Parties, each Party shall retain all right, title and interest in and to its pre-existing intellectual property. All original work product conceived, developed or reduced to practice by Party B specifically for Party A under this Agreement ("Work Product") shall be the exclusive property of , subject to any license expressly granted in writing.

6.2 License. To the extent any Work Product remains the intellectual property of Party B, Party B hereby grants Party A a perpetual, worldwide, royalty-free, irrevocable, transferable license to use, reproduce, modify and distribute such Work Product for Party A's internal business purposes.

7. COMPENSATION

Unless otherwise agreed in writing, Party A shall pay Party B within days of receipt of an undisputed invoice. Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.

8. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance of this Agreement will not violate any agreement with any third party. Party B further represents that the Services will be performed in a professional manner consistent with industry standards.

9. INDEMNIFICATION

Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) the Indemnitor's breach of this Agreement, (b) the Indemnitor's negligence or willful misconduct, or (c) third-party claims alleging that the Indemnitor's pre-existing materials infringe a third party's intellectual property rights.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY PARTY A TO PARTY B UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INSURANCE

During the term of this Agreement, Party B shall maintain at its expense commercially reasonable insurance coverage appropriate to the Services performed, including general liability and professional liability insurance, and shall provide certificates of insurance upon request.

12. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the Parties at the addresses set forth below (or to such other address that a Party may specify in writing in accordance with this Section).

13. AMENDMENTS; WAIVER

No amendment, modification or supplement of this Agreement shall be valid unless made in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver, nor shall any single or partial exercise preclude other or further exercise of any right.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; EXECUTION

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. Signatures transmitted by electronic means shall be deemed effective as originals.

17. MISCELLANEOUS

17.1 Assignment. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes the assigning Party's obligations hereunder.

17.2 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment relationship, or agency between the Parties.

Party A:

By:

Date:

Party B:

By:

Date:

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What the NBA & CA Agreement Is

The NBA & CA Agreement combines a non-binding agreement (NBA) with a confidentiality agreement (CA) into a single document that defines negotiating intentions and protects confidential information. It records the parties, scope of discussions, and precise confidentiality obligations while clarifying that commercial terms remain subject to further negotiation. The combined form reduces repetition, preserves negotiation flexibility, and creates a clear record of information protection obligations between businesses, service providers, advisors, and other counterparties.

Why parties use a combined NBA & CA Agreement

Using one combined document reduces administrative friction, clarifies that talks are non-binding, and sets confidentiality rules. Properly executed, it helps protect trade secrets and streamline negotiations while documenting intent without creating unintended contractual obligations.

Why parties use a combined NBA & CA Agreement

Who typically prepares and signs this agreement

Common users include commercial negotiators, counsel, and project teams that need a short, secure way to start talks without committing to final terms.

The document is suitable for B2B negotiations, procurement scoping, pilot programs, and early-stage commercial discussions where confidentiality is essential but final terms are not yet set.

Who may sign on behalf of a party

Authorized Signatory

A person expressly authorized to bind a party, such as an officer or delegated manager. Confirm written delegation or corporate resolution to avoid disputes about authority.

Corporate Officer

CEOs, CFOs, or appointed officers commonly sign for corporations. When a corporate officer signs, include title and capacity to clarify signature authority on the agreement.

Core sections to include in an enforceable NBA & CA Agreement

A professional combined agreement is compact but complete. Include clear parties, definitions, a non-binding clause, confidentiality obligations, term and return/destruction requirements, and an execution block specifying signing authority and dates.

Parties

Full legal names and entity types for each party, including addresses and contact points to avoid ambiguity about who is bound.

Definitions

Precise definitions for 'Confidential Information', 'Purpose', and any exclusions to reduce future interpretive disputes.

Non-binding Clause

A clear statement that commercial terms discussed are non-binding unless and until a definitive agreement is executed.

Confidentiality Obligations

Permitted uses, nondisclosure duties, standard of care, and permitted disclosures (e.g., legal compulsion) spelled out in detail.

Term & Return

Duration of confidentiality, requirements to return or destroy materials, and procedures for retaining archived copies.

Execution

Signature block with printed name, title, date, and optional notary or witness language if required by jurisdiction or corporate policy.

Step-by-step: completing and executing the agreement

Follow these steps to prepare, review, and execute a combined NBA & CA Agreement with legal clarity and secure handling.

  • 01
    Prepare: Populate parties, purpose, and definitions; add term and return provisions.
  • 02
    Review: Have counsel review confidentiality scope and carve-outs for compelled disclosure.
  • 03
    Sign: Obtain authorized signatures and dates; confirm signer capacity.
  • 04
    Distribute: Send executed copies to all parties and retain a secure, time-stamped record.

How to configure an online signing workflow

Set up fields, authentication, and routing to ensure secure, auditable execution in a digital platform.

Field Configuration
Signature Field Place one signature and date field per signer; require name and title.
Authentication Use email link and optional SMS or two-factor authentication for higher assurance.
Conditional Fields Show exhibit sections only when specific checkboxes are selected to reduce signer confusion.
Storage Location Send final PDF to secure repository with audit trail retention enabled.

Typical online execution flow for NBA & CA Agreement

A clear, auditable flow reduces execution time and preserves evidence of consent and signature attribution.

  • Upload: Upload the agreement document to the signing platform.
  • Place Fields: Add signature, date, and initial fields for each party.
  • Set Authentication: Choose email, SMS, or advanced signer verification.
  • Execute: Send invites, capture signatures, and store completed PDF with audit trail.

Technology and format considerations for e-execution

Use a platform that supports common file formats, strong authentication, and a retained audit trail for legal evidentiary value.

  • File Formats: PDF, DOCX, and HTML are commonly supported for upload and output.
  • Integrations: Integrate with document repositories and CRMs like Salesforce and NetSuite for streamlined workflows.
  • Authentication: Support email, SMS, KBA, and SSO for varying assurance levels.

Ensure the chosen platform preserves a tamper-evident signed file, audit trail, and secure storage matching your compliance obligations.

Combined agreement vs separate NDA and non-binding letter

Compare benefits and trade-offs of a single combined NBA & CA Agreement versus keeping documents separate when preparing negotiations.

Criteria Combined NBA & CA Separate NDA and NBA
Simplicity one document reduces admin two documents allow modular reuse
Clarity single contract reduces ambiguity separate files can be clearer on purpose
Execution Speed faster to circulate single form extra steps to coordinate two signatures
Legal Risk risk of conflating binding terms lower if documents explicitly separated

eSignature vendor comparison for executing NBA & CA Agreement

Pricing and feature availability vary across providers. signNow is listed first per comparative format; check plan details for bulk send, compliance, and envelope limits before selecting a vendor.

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 No trial No trial Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-world examples of using a combined NBA & CA Agreement

Practical examples show how organizations use combined agreements to accelerate discussions while protecting sensitive information.

Optica Ventures

Optica Ventures used a compact agreement to start talks with potential partners

  • The interface was simple and easy-to-use for their team
  • The result was faster information exchange with clear confidentiality protections that made initial diligence more efficient and reduced back-and-forth on formality questions.

Martin Properties

A property management firm used a combined form for vendor screening

  • They processed and executed documents online with full compliance
  • Using a single agreement reduced administrative burden, ensured consistent confidentiality language across vendors, and accelerated vendor onboarding.

Common preparation mistakes to avoid

  • Using vague definitions for Confidential Information, which creates enforceability questions and expands disclosure risk unnecessarily.
  • Failing to identify authorized signers or including unsigned execution blocks, which can invalidate the agreement's enforceability.
  • Overlooking required regulatory language for special data types such as PHI, which can breach HIPAA obligations without a BAA.
  • Relying on informal oral assurances instead of a written non-binding clause, which can create unintended contractual commitments.

Essential information fields and security notes

Full Names: Exact legal entity
Contact Details: Street address and email
Effective Date: MM/DD/YYYY format
Confidential Scope: Clear category list
Return Instructions: Method and timeframe
Signature Data: Name, title, and date

Primary legal risks and potential penalties

Breach of Confidentiality: Damages and injunction risk
Incorrect Tax Reporting: 1099 penalties under IRC §6721
I-9 Paperwork: Violations carry fines (8 CFR §274a.2)
HIPAA Noncompliance: Civil penalties and corrective action
Notary/Witness Errors: Possible invalidation in court
Authority Disputes: Contracts voided for lack of capacity

Key timing items and deadlines to track

Track effective dates, confidentiality term lengths, document return deadlines, and any statutory reporting deadlines that depend on the agreement's outcome.

Effective Date Entry:

Set as the date parties sign or an agreed earlier date.

Confidentiality Term:

Commonly 2–5 years; specify start and end clearly.

Return/Destruction Deadline:

Often 30–90 days after termination; document procedure.

Tax Reporting Triggers:

Retain payment and counterparty records to meet IRS timelines.

Record Retention:

Follow federal and industry retention rules noted earlier.

Milestones from negotiation to archived record

A typical milestone sequence highlights drafting, review, signing, performance, and archival stages for administrative control and audit readiness.

01

Drafting

Prepare the combined document with defined purpose and parties.

02

Review & Approval

Legal and business review, revise clauses, and confirm authorizations.

03

Execution

Collect signatures, dates, and optional notarization or witnesses.

04

Retention

Store final signed file and audit trail in secure repository.

Practical tips for clean, enforceable agreements

Adopt consistent drafting and execution practices to reduce ambiguity and support enforceability across jurisdictions.

Use precise definitions
Define Confidential Information and permitted uses narrowly to limit accidental disclosure and litigation risk; include specific exclusions for publicly known or independently developed information.
Clarify non-binding intent
State explicitly which sections are non-binding and which are binding to avoid later disputes over whether negotiations created enforceable obligations.
Document signer authority
Require a signature block with title and capacity; attach a corporate resolution if the signer is not an officer to prove authority.
Preserve audit evidence
Retain signed PDFs, timestamps, signer IPs, and any authentication logs to support admissibility if a dispute arises.

Technical details to include in the executed file

Ensure the final signed file contains clear metadata, an audit trail, and accessible text to support later searches, authentication, and compliance needs.

Download Formats

Provide signed agreements as PDF/A and standard PDF to preserve appearance and support long-term retention and legal admissibility.

Attachments

Include referenced exhibits and schedules as appended, searchable documents rather than external links to ensure portability and integrity.

Audit Trail

Embed a certificate of completion with timestamps, signer email and IP, and authentication method to document the signing event.

Redaction

Where sensitive data is unnecessary, use proper redaction before sharing copies to minimize disclosure risk.

Frequently asked questions about NBA & CA Agreement execution

Answers to common legal and technical questions about signing, enforceability, notarization, and post-signature changes.


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