NDA Template: Key Terms & Benefits
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Used for requiring one-party to keep information confidential. Purchase comes in an MS word document that has fields to fill in by user, including Disclosing Party Name & Address, Receiving Party Name & Address, Business Purpose of NDA, and State where NDA will be governed.
Clauses include:
- Confidential Information
- Exclusions from Confidential Information
- Obligations of Receiving Party
- Return or Destruction of Confidential Information
- Remedies
- Term
- Relationship
- No Warranties or Representations
- Waiver
- Severability
- Governing Law
- Entire Agreement
- Assignment
- Headings
- Counterparts
As an attorney with over a decade of practical legal experience, I created this Mutual Non-Disclosure Agreement (NDA) template for use in various business transactions and engagements.
Overview of the Mutual NDA (Business) Template
For context, an NDA is a binding contractual agreement that requires the signing parties to keep specific types of information confidential. A Mutual NDA is often used when both parties involved in a transaction want to protect the confidentiality of certain information.
When someone signs an NDA and subsequently receives confidential information, the NDA serves as a memorialized record expressly agreeing that the parties will not reveal or share confidential information to any unauthorized individual, or organization. If the recipient of confidential information violates the NDA by failing to retain the private-nature of the information, then there may be grounds for you to pursue damages through a lawsuit.
What Is Included in the Mutual NDA Template
My mutual NDA template is customizable to your particular business transaction. The mutual NDA template is helpful since it provides guidance on what elements need to be incorporated into the agreement and offers tips on how to craft certain provisions. For example, the mutual NDA template devotes a section to identifying the parties involved in the transaction and sets forth the importance of preventing the unauthorized disclosure of confidential information. The template contains a modifiable section that specifically defines what is considered confidential information, along with a modifiable section that allows you to identify types of non-confidential information.
The mutual NDA template sets forth the obligations of the party that receives confidential information, such as an affirmative requirement to protect and safeguard the confidentiality of the Disclosing Party's confidential information, an affirmative requirement to not disclose confidential information to other individuals or entities, and so forth. The template mutual NDA also provides clear instructions for the return or destruction of confidential information.
The mutual NDA template describes the remedies that may be pursued, in the event the receiving party breaches the NDA, along with the term (i.e. timeframe) of the NDA. The template mutual NDA also contains important legal provisions such as the relationship between the parties, the fact that no warranties or representations are made as a result of the NDA, the relevant state law that will govern the terms of the NDA, and stipulations for assigning the agreement.
The mutual NDA also contains a severability clause, which is helpful since the clause sets forth that, in the event any provision of this Agreement is held by a court of other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.
Who Should Use the Template Mutual NDA
The mutual NDA template can be used in a variety of situations. Nevertheless, this particular template is best suited in the context of a business relationship or transaction where confidential information is being shared between the parties.
Benefits of Using the Mutual NDA Template
There are many benefits associated with a mutual NDA. For example, an NDA can help legally protect trade secrets and other proprietary information, it can help establish trust and candor between the parties, it can prevent the theft of intellectual property, it can provide evidence of the other party's contractual obligation to keep certain information confidential, and it helps memorialize the confidential nature of the information described in the NDA.
If your mutual NDA is breached, you may need to consider pursuing litigation. If that situation arises, having an experienced lawyer by your side can pay dividends. My legal services are available.
Clauses include:
- Confidential Information
- Exclusions from Confidential Information
- Obligations of Receiving Party
- Return or Destruction of Confidential Information
- Remedies
- Term
- Relationship
- No Warranties or Representations
- Waiver
- Severability
- Governing Law
- Entire Agreement
- Assignment
- Headings
- Counterparts
An NDA is a legal agreement between parties to keep certain information secret. By drafting this agreement with someone you’re working with, you can maintain the privacy of your business information and prevent anyone from using it for their own benefit.
You can purchase a drafted NDA template from ContractsCounsel, a platform that connects clients with vetted lawyers for contract review and drafting.
Benefits of Buying an NDA on ContractsCounsel
When you purchase an NDA template from ContractsCounsel, you’ll receive a link to download it to your device. The process is fast and stress-free. Other benefits of purchasing it include:
- It’s drafted by a professional. A vetted, experienced lawyer drafts the NDA.
- It’s editable. You can customize the NDA according to your business requirements.
- It can be followed by hiring a lawyer. If you have queries or want legal review, you can hire the lawyer who drafted the NDA.
- It’s affordable. You can purchase an NDA template for between $29 to $149.99.
What’s in an NDA Template on ContractsCounsel
At the start of the NDA agreement, you’ll fill out information about when the contract starts and who it’s between: the Disclosing Party and Receiving Party. You can also add the purpose of the NDA, such as that you’re entering into a business relationship.
When you download an NDA template on ContractsCounsel, here are some clauses and terms that are included in it.
Confidential Information
The disclosing party shares sensitive information about their business, products and/or services. They maintain all rights to the confidential information and the Receiving Party has no rights.
Exclusions from Confidential Information
This clause in the agreement specifies what information is not considered confidential information, so there’s no confusion between parties.
Obligations of Receiving Party
The Receiving Party agrees to safeguard and protect the confidential information, and not use it or allow it to be used by others. They also agree not to disclose it to any other person or entity, unless specified.
Return or Destruction of Confidential Information
During and after the NDA, the Receiving Party agrees to return all information and forms of content to the Disclosing Party. Alternatively, they agree to destroy it and certify in writing that it’s been destroyed.
Remedies
If the Receiving Party is about to break the agreement, the Disclosing Party is allowed to stop them immediately by getting legal protection, without having to pay security beforehand.
Term
This clause specifies how long the agreement will last, unless the Disclosing Party terminates it. You should also specify for how many years after agreement termination the Receiving Party needs to maintain their obligations, such as five years.
Relationship
Neither party is under legal obligation to enter into other contracts or deals with each other, except for what the agreement specifically mentions.
No Warranties or Representations
This section explains that the Disclosing Party, who doesn’t have to disclose information they don’t wish to, is not liable to the Receiving Party for anything resulting from the use of the information.
Governing Law
The NDA is interpreted according to laws of a specific state, and both parties must submit to state jurisdiction and federal courts in that state.
Entire Agreement
This agreement prevails over any prior communications and can only be amended in writing.
Do You Need an NDA Template?
If you need an NDA, purchase an NDA template from ContractsCounsel. By being drafted by a vetted, experienced lawyer, your NDA template will be comprehensive and legal, giving you peace of mind.
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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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Daniel R.
NY Admitted Lawyer 20+ years of experience. Focused on Startups , Entrepreneurs, Entertainers, Producers, Athletes and SMB Companies. I have been a part of numerous startups as Founder, CEO, General Counsel and Deal Executive. I have been through the full life cycle from boot strap to seed investors to large funds-public companies to successful exit. Let me use my experiences help you as you grow your business through these various stages. We saw a market for an on-line platform dedicated to Virtual General Counsel Services to Start Ups and Private Companies.
"Daniel did a thorough review of the agreement I received from my company. He was professional and worked quickly."
Gill D.
Erik has been a practicing attorney in Florida for over a decade. He specializes in employment and real estate contracts. He has represented clients big and small and can assist with any contract issue.
"Gill was incredibly responsive and professional throughout the entire process. He provided clear, practical legal guidance and handled a difficult, uncooperative counterparty with great patience. Highly recommend his services."
Ryan D.
Ryan Duffy is a skilled attorney with extensive experience in business law and estate planning. He received his undergraduate degree in Business from Franklin & Marshall College and went on to graduate from Villanova University Charles Widger School of Law. Ryan has worked with numerous clients on matters ranging from business formation and contract drafting to estate planning and asset protection. He is dedicated to helping businesses of all sizes achieve their goals while minimizing legal risks. He also works closely with individuals and families to help them protect their assets and plan for the future. With his extensive knowledge and practical approach, Ryan can provide valuable legal guidance and support to clients in need of business law and estate planning services.
"Awesome work, really put my mind at ease during a contract dispute with a major company."
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I specialize in assisting families and individuals with their end-of-life and incapacity planning needs, utilizing Wills, Trusts, and a range of other services.
"Anita was exactly what I was looking for: responsive and fully on top of the assignment."
Jonathan M.
Owner and operator of Meek Law Firm, PC. Meek Law Firm provides comprehensive business law representation, precise and informed representation for real estate transactions in the commercial and residential markets of North and South Carolina and efficient succession and estate planning for business owners and individuals.
"He educated and did a through job with making sure that all the bases were covered in the contract reviewed. I do hope to work with again."
January 18, 2023
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Business Law - Criminal Defense - Immigration
June 15, 2023
David T.
David Trentadue has been practicing law since 1994. He received his Bachelors’ Degrees in History and Political Science from the University of New Orleans and his Juris Doctor, cum laude, from the Thomas M. Cooley Law School. Currently in private practice, his areas of concentration include Estate Planning, Probate and Trust Administration, Real Estate, Business Formations and Corporate Governance. He is licensed in all state and federal courts in Michigan. He is also a Licensed Title Examiner
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Browse Lawyers NowLawyer Reviews for NDA Template Projects
Review One-Way Non-Disclosure Agreement in Florida
"Thank you so much Ralph! Will be in touch!"
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"Dolan was very helpful in creating a confidentiality agreement and NDA for committee members. He was responsive, answered my questions and was able to create the necessary document that worked for my organization."
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"Very satisfied with Daehoon’s NDA work. Clear, well-structured, and delivered quickly. Easy to work with and highly professional."
Need a Lawyer to review 4 Agreements for my new business in Indiana 1. Master License Agreement 2. Statement of Work Agreement 3. Non-Disclosure Agreement 4. Client User Agreement.
"Rhea did a fantastic job reviewing my documents."
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ContractsCounsel User
NDA and Non compete for app developer
Location: South Carolina
Turnaround: Less than a week
Service: Drafting
Doc Type: Non-Disclosure Agreement
Number of Bids: 9
Bid Range: $350 - $1,000
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