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Secrecy Non-Disclosure and Confidentiality Agreement

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SECRECY - NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

THIS AGREEMENT is entered into by and between

hereinafter "First Party" and

hereinafter "Second Party".

WHEREAS, First Party has possession of proprietary information and know-how relating to an idea, product or service, and wishes to engage Second Party to evaluate said idea, product or service for possible development and marketing; and

WHEREAS, Second Party will evaluate for possible, development and marketing the information from First Party; and

WHEREAS, First Party and Second Party desire to enter into this agreement for the purposes of defining their rights and obligations regarding disclosure of confidential information and other purposes.

NOW, THEREFORE, FOR dollars and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, First Party and Second Party do hereby agree, covenant and contract as follows:

1. CONFIDENTIAL INFORMATION: All information, ideas, products or services, processes, written material, samples, models and all other information of any type, whether written or oral, ("Confidential Information"), submitted to Second Party by First Party is now, and will remain, the property of First Party.

2. NO RIGHTS OF SECOND PARTY: Second Party shall have no rights, express or implied, to the Confidential Information except pursuant to the terms of this agreement.

3. EVALUATION BY SECOND PARTY: Second Party is given the right by First Party to evaluate the confidential information for possible development and marketing.

4. RETURN OF INFORMATION: After evaluation or termination of this agreement, Second Party shall return all confidential information to First Party.

5. CONFIDENCE BY SECOND PARTY: Second Party agrees to maintain the confidential information in confidence and not to use it for any other purpose other than evaluation. Second Party agrees not to disclose this information to anyone without a written waiver from the First Party, except for employees and sub-contractors of Second Party who actually (1) have a need to know for the purposes of evaluation and (2) are also bound by this agreement.

6. EXCLUSIONS: The obligations of Second Party shall not apply to information:

(a) at the time of such confidential disclosure was available to the public;

(b) subsequent to such confidential disclosure, became available to the public as a result of publication by another person legally entitled to do so;

(c) was in Second Party's possession prior to such confidential disclosure by First Party;

7. TERM. This agreement shall exist for a term of in order to enable Second Party to evaluate the Confidential material of First Party, after which it shall terminate. However, the obligations of confidentiality and non-disclosure shall survive termination of the evaluation period. Further, Second Party agrees not to use, directly or indirectly, any of the Confidential Information provided by First Party to Second Party at any time during or after termination of the evaluation period.

8. ADDITIONAL AGREEMENTS: In the event that Second Party finds that the Confidential information is worthy of being developed and marketed, Second Party and First Party may negotiate an agreement for same which shall define all rights of the parties relating to such marketing and development.

9. INDEMNIFICATION: Second Party agrees to indemnify First Party from any and all loses and damages, including lost profits and attorney fees, occurring to, or lost by, First Party due to breach of this agreement by Second Party.

10. AUTHORITY: All persons who sign this agreement warrant they have the right and authority to obligate themselves and the business or persons they represent.

11. BINDING: It is further understood that the obligation concerning keeping information confidential shall bind Second Party's employees, officers, agents and representatives.

12. GOVERNING LAW: This agreement shall be interpreted and governed in accordance with the laws of the State of .

Dated this the

First Party

By:

Its:

Second Party

By:

Its:

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What the Secrecy Non-Disclosure and Confidentiality Agreement Is

A Secrecy Non-Disclosure and Confidentiality Agreement is a bilateral or multilateral contract that defines confidential information, limits disclosure, and sets the parties' obligations to protect trade secrets and sensitive data. It explains permitted uses, exceptions, duration of confidentiality, and remedies for breach. This agreement is commonly used when parties exchange proprietary business information, technical specifications, customer lists, or any material the disclosing party designates as confidential. Properly drafted NDAs clarify ownership of information, residual rights, and procedures for return or destruction of materials at termination.

Why a Clear NDA Matters for Confidential Relationships

A precise Secrecy Non-Disclosure and Confidentiality Agreement reduces ambiguity about what is protected, who may access information, and how long protection lasts. It lowers risk of inadvertent disclosures and preserves contractual and statutory remedies for misuse.

Why a Clear NDA Matters for Confidential Relationships

Who Typically Uses This Agreement

Organizations and individuals use secrecy NDAs to protect proprietary information during negotiations, partnerships, or employment relationships.

  • Startups and investors: Protect business plans, cap tables, and technical roadmaps during diligence and fundraising.
  • Service providers and vendors: Safeguard client data, source code, and process details exchanged during engagement.
  • Employers and contractors: Limit disclosure of personnel data, compensation, and proprietary procedures shared on the job.

Selecting the right signatories and scope tailors protection to the relationship; narrow, purpose-driven confidentiality clauses are easier to enforce than sweeping, undefined restrictions.

Primary Signers and Authorized Representatives

Company Executive

The CEO, CFO, or an authorized officer normally signs for a corporation and confirms authority to bind the organization. If authority is delegated, attach a corporate resolution or power-of-attorney to validate signature authority and prevent later disputes over enforceability.

Individual Contractor

Independent contractors or sole proprietors should sign using their full legal name and include business name where applicable. Provide a mailing address and contact email to support service of notices and to establish attribution for electronic signatures.

Essential Clauses to Include in a Professional Agreement

A robust Secrecy Non-Disclosure and Confidentiality Agreement contains specific clauses that define scope, duration, and remedies while preserving necessary business operations.

Definition of Confidential Information

Define precisely what is confidential, using examples and excluding public-domain information and independently developed material; avoid vague phrases like 'all information' which can be unenforceable.

Permitted Use

Specify the narrow purpose for which the recipient may use the information (for example, 'evaluate a potential business relationship') and prohibit other uses to limit exposure.

Duration and Survival

State an explicit term (e.g., two to five years) and identify any provisions that survive termination, such as injunctive relief and return obligations.

Exclusions

List standard exclusions such as information already known, publicly available, independently developed, or lawfully obtained from third parties to prevent overbreadth.

Remedies

Include injunctive relief language, indemnities, and liquidated damages where appropriate, balanced with reasonableness to enhance enforceability.

Return and Destruction

Require return or certified destruction of confidential materials on request or at end of the engagement and specify acceptable recordkeeping for retained copies.

Step-by-Step: Completing the Agreement

Follow these steps to prepare, sign, and preserve a legally robust secrecy NDA.

  • 01
    Draft Scope: Identify the specific information and the permitted use for disclosure.
  • 02
    Designate Parties: Enter legal names, entity types, and contact addresses for each party.
  • 03
    Set Term: Choose a reasonable confidentiality period and any survival clauses.
  • 04
    Execute: Obtain authorized signatures and retain executed copies for records.

How Electronic Completion and Execution Typically Works

Use an eSigning workflow to speed execution while preserving an auditable record; the steps below outline a standard sequence used for NDAs.

  • Upload Document: Upload the finalized NDA PDF or DOCX into the signing platform.
  • Place Fields: Add signature, date, and initial fields plus any conditional fields required.
  • Send to Signers: Send secure email invites or share signing links with intended signers.
  • Audit Trail: Capture timestamps, IP addresses, and authentication events for evidentiary purposes.

Recommended Digital Workflow Settings for NDAs

Configure the signing flow to balance low friction with appropriate signer authentication and record retention.

Field Configuration
Authentication Email link or SMS code; use stronger auth for sensitive data
Signing Order Define sequential or parallel signing depending on negotiation needs
Document Lock Enable post-signing tamper-evidence and version control
Retention Retain signed PDF plus audit trail for required period

Technical and Integration Considerations for Electronic NDAs

Choose a platform that supports required security controls, acceptable file formats, and integration with your document repository.

  • File Formats: PDF, DOCX supported
  • Integrations: Salesforce, Google Workspace, NetSuite, Box
  • Authentication: Email, SMS, or advanced options

Verify platform security certifications and that the integration options match your existing systems to streamline storage, versioning, and retrieval of executed agreements.

Common Preparation Pitfalls to Avoid

  • Overbroad definitions that capture public information — be specific to avoid unenforceability and litigation over scope.
  • Failing to identify signatory authority for corporate parties, which can result in claims the agreement is not binding.
  • Using an indefinite or excessive duration without justification; courts may limit or sever unreasonable terms.
  • Neglecting to define return or destruction obligations of confidential materials after termination.

Key Security and Compliance Features to Verify

Encryption: AES-256 at rest
Transport: TLS 1.2/1.3 in transit
Audit Trail: Detailed timestamps and IPs
Certifications: SOC 2 Type II
Privacy: HIPAA (BAA required)
Standards: 21 CFR Part 11 support

Potential Legal and Business Risks of Poorly Drafted NDAs

Injunction risk: Court-ordered restraints possible
Monetary damages: Compensatory and punitive claims
Loss of trade secrets: Irreversible competitive harm
Contract voidability: Overbroad terms may be unenforceable
Regulatory fines: HIPAA or financial penalties
Litigation costs: Significant attorney fees

Key Dates and Timing to Record in the Agreement

Record explicit dates that determine when obligations begin, how long confidentiality lasts, and deadlines for return or destruction of materials.

Effective Date:

MM/DD/YYYY; starts obligations

Disclosure Period:

Dates when information may be shared

Confidentiality Term:

State fixed years or event-based duration

Return Deadline:

Timeline for return or destruction

Notice Period:

Days for delivering breach notices

Sample eSignature Pricing and Feature Comparison for NDA Workflows

Comparing common eSignature vendors across basic price and capability dimensions helps select an option suited to volume and compliance needs; signNow is shown first per platform ordering rules.

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 Varies Varies Varies
Bulk Send Yes Varies Varies Varies Varies
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Varies Varies Varies Varies
Envelope Cap No cap 100 envelopes/user/yr Varies Varies Varies

Frequently Asked Questions About Secrecy NDAs and Electronic Execution

Answers to common questions about signing, enforceability, and document maintenance for Secrecy Non-Disclosure and Confidentiality Agreements.


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