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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Forest H.
Forest is a general practice lawyer. He provides legal advice regarding small business law, contracts, estates and trusts, administrative law, corporate governance and compliance. Forest practiced complex commercial litigation in Florida for eight years, representing clients such as Host Marriott, Kellogg School of Business, and Toyota. Since moving to Nashville in 2005, he has provided legal advice to clients forming new businesses, planning for the future, and seeking funding through the use of equity and/or debt in their businesses. This advice has included the selection of business type, assistance in drafting and editing their business plans and offering material, reviewing proposed term sheets, and conducting due diligence. Forest is a member of the Florida, Tennessee, and Texas Bars; in addition. Forest has held a Series 7, General Securities Representative Exam, Series 24, General Securities Principal, and Series 63, Uniform Securities Agent State Law.
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Michael B.
Michael has extensive experience advising companies from start-ups to established publicly-traded companies . He has represented businesses in a wide array of fields IT consulting, software solutions, web design/ development, financial services, SaaS, data storage, and others. Areas of expertise include contract drafting and negotiation, terms of use, business structuring and funding, company and employee policies, general transactional issues as well as licensing and regulatory compliance. His prior experience before entering private practice includes negotiating sales contracts for a Fortune 500 healthcare company, as well as regulatory compliance contracts for a publicly traded dental manufacturer. Mr. Brennan firmly believes that every business deserves a lawyer that is both responsive and dependable, and he strives to provide that type of service to every client.
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Ralph graduated from University of Florida with his JD as well as an LLM in Comparative Law. He has a Master's in Law from Warsaw University , Poland (summa cum laude) and holds a diploma in English and European Law from Cambridge Board of Continuous Education. Ralph concentrates on business entity formation, both for profit and non profit and was trained in legal drafting. In his practice he primarily assists small to medium sized startups and writes tailor made contracts as he runs one of Florida disability non profits at the same time. T l Licensed. in Florida Massachusetts and Washington DC this attorney speaks Polish.
"I had an excellent experience working with Ralph on my prenuptial agreement. From the beginning, Ralph was professional, knowledgeable, and incredibly patient. He took the time to explain the legal concepts, options, and implications in a way that was clear and easy to understand. He never made me feel rushed and was always willing to answer my questions thoroughly. What I appreciated most was his ability to make a potentially stressful process feel comfortable and straightforward. Ralph completed the agreement much faster than I expected, while still being extremely thorough and attentive to detail. I am extremely happy with his work and would not hesitate to recommend Ralph to anyone needing assistance with contracts or other legal agreements. His professionalism, responsiveness, and genuine willingness to help made all the difference. Thank you, Ralph, for making this process such a positive experience."
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Diligent attorney and skilled government contracts professional with extensive experience in supply chain management, procurement, business process and procedure, regulatory compliance, intellectual property protection, and complex contract arrangements. With over 20 years of contracts and operations experience, I have handled domestic and international transactions for the sale and purchase of goods and services including construction, engineering, and R&D – in the Defense, IT, Mining, and Aerospace industries. I am accustomed to building and leading global and diverse teams; designing and implementing new processes and systems; and working in close collaboration with broad stakeholder populations, including executive management and other attorneys.
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I am a tax attorney with years of experience as in house counsel at an accounting firm. I have also done tax litigation and audit representation. I work with for profits and non profits.
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I am licensed in both Texas and Arkansas but actively working in Arkansas. My primary focus is criminal defense, family law, and estate planning (wills and trusts).
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"Thank you so much Ralph! Will be in touch!"
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"Anna was great, she answered all our questions and provided a detailed summary of what we could and could not do within our NDA and Services Agreement"
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"Anna is always very responsive and on top of her projects. I have used her twice and will utilize her for future support."
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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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Review Software Company's at will employment/confidential information/Invention Assignment and Arbitration
Location: Texas
Turnaround: Less than a week
Service: Contract Review
Doc Type: Non-Disclosure Agreement
Page Count: 8
Number of Bids: 4
Bid Range: $285 - $500
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