Technological advancement experienced in recent years is tremendous. There is no industry in the world that technology has not impacted positively. Though there is an argument that with its great impact came great risks, but this does not outweigh the wonderful possibilities that it brought to the world in general.
In the legal world today, NDA sample agreement can be created online, platforms that allow this begins by giving you a choice to select the relationship between the parties involves. Relationships range from employment to invention to purchase or sales and other forms of relationships that relate to you as a freelancer. The receiving and disclosing parties can be freelancers, consultants, companies or individuals.
NDA sample agreement is a legal binding document that protects private and confidential information. Some of the other names that non-disclosure agreements can be referred to be:
- Confidentiality Agreement (CA)
- Secrecy Agreement (SA)
- Proprietary Information Agreement (PIA)
- Confidential Disclosure Agreement (CDA)
Forms of NDA agreements
All successful enterprises, whether small or international businesses need to protect their trade secrets so that they can continue to thrive. The right NDA sample agreement will help your business to keep its uniqueness and relevance in business. See the different scenarios of NDA which require NDA.
1. Employee NDA agreement
This is to forbid your employees from disclosing sensitive business information to competitors. Some companies make employee NDA a standard for all of their employees, and you be required to sign it as a freelancer or consultant that wants to undertake a project for such an employee.
2. Inventor NDA agreement
This is used to protect inventions that have not been patented. In cases when necessary to disclose such trade secrets to family members, investors, engineers, or business partners, this legally binding document helps to protect such information.
3. Interview NDA agreement
This NDA sample agreement is used to attract high-level employees when interviewing them for a role. This is always signed before the job interview, and when necessary, that such information must be revealed.
4. Trade secret NDA agreement
Trade secrets involve practices, unique formulas, software, instruments, technical designs, customer lists, and blueprints. Consultants are responsible for the secrecy of trade secrets shared with them to complete a project for an employee or business.
5. Real estate NDA agreement
This protects the personal information and finances of the seller, buyer, broker, and anyone else involved in the property transaction.
Unilateral vs mutual NDAs
These are the two main types of NDAs – the unilateral and the mutual non-disclosure agreements, and there are online tools that create both types of NDAs.
1. Unilateral NDA agreements
In this type of NDA, information is shared in one direction. Only one party shares valuable information, and only one party agrees to protect the information. This is often applicable to freelancers who are at the receiving end and takes the responsibility of keeping shared information confidential. Another example is an inventor pitching his idea to a potential investor.
2. Mutual NDA agreements
Both parties can disclose and receive information, and both of them promise to protect the information. An example is two CEOs becoming business partners, to do this safely, both of them must sign a mutual NDA so that they can share sensitive financial information without fear. Freelancers and consultants may also use mutual NDAs to protect their work and innovations when they work with clients.
How to create an NDA sample PDF
The act of not sharing personal information to prevent unwanted disclosure is one of the most secure ways of keeping information confidential. Still, this method is not always practical, and that could harm business growth as an organization or a freelancer. How then can you secure information that needs to be shared with employers, employees, or an external party?
The most common way is by entering a non-disclosure agreement, which is commonly known as a confidentiality agreement. How do you go about protecting personal information before you share them if you don’t know what a NDA entails?
A custom NDA sample pdf would be of help; it contains all relevant elements to make critical business information shared confidentially between parties involved.
Features of a professional NDA sample PDF
The information at the disposal of an organization, business, or entrepreneur is certainly the most prized asset. Generally, it is challenging retaining such information or having the utmost control over it.
As companies and entrepreneurs acquire the Intellectual Property Rights of their Innovations, there lies the responsibility of making some pieces of information confidential. This information could be client data, personal innovation, strategic plans, research, and development reports, among others. In this article, we would explain the elements contained in a NDA sample pdf that you can download online.
1. Definition of terms
This involves the precise definition of confidentiality information, materials, or utility, which could have commercial value for which the party involved should protect. The parties must know what they are not to disclose in whatever form possible.
2. Definition of parties
A professional NDA sample pdf that should guide you must define the parties involved in the confidentiality agreement. The documents should give room for the signatory of freelancers, contractors employees, consultants, and attorneys depending on the parties concerned.
A confidentiality agreement is bound by time. It remains valid for the stated time, which must be written on the documents. It should also indicate the conditions upon which the parties are free from the agreement.
An NDA sample pdf that suits you should stipulate the limitation of usage of the disclosed information. It should state the use of such information in completing a project or executing a contract and must be kept out of the public eye.
The documents should state penalties for breach of an agreement or unauthorized disclosure of confidential information. The receiving party agrees to put measures in place to avoid breach and be responsible for it.
6. Court requirement
If the court finds any part of the agreement invalid or unenforceable, the remainder of the confidentiality agreement shall be interpreted in a way to favor the intent of the parties involved.
Before you use that NDA sample PDF
The following are things you should look out for in a NDA sample pdf.
- The confidentiality agreement may be a part of an overall contract of a freelancer or consultant before getting a contract.
- Cross-check every aspect of the documents as the contract it backs up is negotiable. Ask questions if you are comfortable with the terms.
- See if the agreement protects you before you share information. The court may not help should you fail to provide proof of protecting the secrecy of your idea and proprietary information you share.
- The document should be a Mutual NDA agreement if proprietary information sharing is both ways. Freelancers can protect their ideas and work using a mutual nda if they work with organizations or businesses that require they entered a non-disclosure agreement.
How to create your non-disclosure agreement Word template
Here is a golden opportunity to seal a contract with just a clause; you have to sign a non-disclosure agreement as a freelancer or formulate one. From all indications, you know the deal is wide open until a binding agreement is signed to enhance the free disclosure of information between you and your client.
What do you do at that point as a freelancer when you have no idea of what is contained in NDA? Run to Google? That may help. We would explain what is included in an NDA, and if you need to formulate one, we can get you a customizable non-disclosure agreement template Word.
If you care about how it is going to look like after being completed, read through this piece to learn relevant information in a non-disclosure agreement.
Features of a non-disclosure agreement Word
Explore below some of the important features that could be present on a non-disclosure agreement.
1. Receiving and disclosing parties
Both parties must append their signatures for the document to be legally binding.
2. Transaction and representatives
Transactions refer to the business relationship being explored. And representatives are other people involved asides the receiving and disclosing parties. Representatives are officers, directors, agents, employees, and advisors who may receive, share, or protect information during the transaction processes.
3. Confidential information
This defines what is protected in the NDA and the purpose of disclosing information. It could be private, sensitive, secret or valuable data like proprietary information, tangible and intangible information, business practices and strategies, classified government information, documents, drawings and designs, hardware configuration, marketing materials, financial information, customer lists, trade secrets, unpublished patent applications, vendor lists, written, verbal communications and representations, prototypes or samples
These are information that cannot be protected by nature in an NDA but can be shared by permission from the disclosing party. They include information already in the public domain, or that the other party already accessed before the NDA.
5. Timeframe or termination
NDAs are bound by time. The document needs to state the time frame for which the agreement keeps binding on you as a consultant. Sometimes, you can have perpetual confidentiality with no termination date. An example is a recipe for specific brands.
This refers to the state where the NDA applies. Sometimes, state laws disfavor NDAs and may go against some of your protected information.
If a lawsuit happens over the agreement and the court ruled that a part of the Non-disclosure agreement template Word is invalid. That part can be excluded for the remaining part to be valid. If there is no severability clause and some part of the NDA is seen as invalid, it can render the who agreement null.
8. Notice of immunity (optional)
For Employee NDA, such notice will allow them to share trade secrets only when necessary or when the business is under investigation. This will; make the employee harmless when they divulge such information.
9. Other common NDA terms, clauses, and provisions
This involves Disclaimer, No license, Non-disclosure, No obligation, Obligations, Remedies, Non-solicitation, non-circumvention clause, notice, delivery, and so on.
Non-disclosure agreement template Word exists in the following forms:
- Basic/Standard NDA
- Business Sale NDA
- Business Plan NDA
- Commercial Real Estate NDA (Confidentiality)
- Cease Letter (NDA Violation)
- Customer List NDAFilm (Movie) NDA
- Employee NDA
- Financial information NDA
- Intern (Internship) NDA
- HIPAA Employee NDA
- Independent Contractor NDA
- Landlord-Tenant NDA
- Job interview NDA
- Mutual NDA
- Patent (Invention) NDA
- Real Estate Buyer NDA
- Product Development NDA
- Software Beta Tester NDA
- Student NDA
- Software Development NDA
- Trade Secret (specific) NDA
- Visitor NDA
- Volunteer NDA
- Unilateral NDA
- Website Design NDA
Each of these types of non-disclosure agreement template Word has all the details as mentioned above included in it, even when got online for free. All you have to do is define your specifics as concerning the type of non-disclosure agreement template Word that you need.
How to create an NDA example
Non-disclosure agreements (NDA) are designed to protect the secrecy of certain information that a business must share with you as a freelancer or consultant. If you have acquired the Intellectual Property Rights of your Innovation as a freelancer or consultant, you should see a mutual NDA example that will also protect your ideas as you work for your clients.
Non-disclosure agreements are also known as confidentiality agreements which are binding contracts that legally keep a receiving party from breaching confidentiality terms. This agreement keeps you as a freelancer from disclosing innovations, strategies, and specific information about the business idea of your client.
NDAs protect trade secrets (information unsuitable for a patent but are integral to a specific product or method). Other information covered by NDAs includes selling methods and methodologies, marketing plans and business concepts.
A good NDA example would include consequences involved with divulging the trade secrets as well as the length of time the information must be kept secret. Don’t be scared when you come across clients asking you as a consultant to sign an NDA. But before you sign, ensure that the document does not prohibit you from talking about your innovation and ideas except okay by you.
1. Where an NDA example may be required
NDAs are essential and appropriate in many scenarios since they can be used to protect trade secrets.
- Product designers - See a product designer-client NDA example to know what to expect. A product designer-client would ask you to sign a NDA to avoid the risk of losing patent rights, concepts or new product ideas to competitors.
- While pitching your ideas to an investor, buyer, or licensee, it is essential to use NDAs, so that you can save the idea to yourself without losing your rights to the patent.
- Doing business with other partners or vendors involves sharing sensitive, conceptual, financial, or other information.
- When working with a client in which information flow needs to be both ways to complete a project.
When it comes to pitching your idea before Venture Capitalists, note that they will not sign any NDA example you bring because they want to leave their options wide enough. This will enable them to even come into a business agreement with your competitors; all they want is the money.
2. What goes into an NDA?
All information in the NDA must be as specific as possible and detailed to prevent accidental disclosures and future misunderstanding. As part of the conditions under which the NDA example can be used is that the receiving party must be notified when confidential information is being conveyed.
For written information, this could mean enclosing the information in a folder named "Confidential" or stamping it with the same word when passing the information to the receiving party. If the information exchange was done orally (in person), the disclosing party must provide written notice to the receiving party that the information passed was confidential.
It is important to hire the services of an experienced business attorney if you don’t understand the details of an NDA as a freelancer. Before signing that document, make sure it has features that will protect you as a freelancer and does not include terms that will limit the growth of your business.
How to create a consultant NDA
An NDA means Nondisclosure Agreement; it is an agreement between two parties doing business to keep some information concealed between one another. It has legal backing and helps the parties not to release certain information to other people.
So many organizations require you to sign an NDA first before they engage you for contract or project reasons. This is because executing the contract might involve them sharing some specific information with you. Some of the information protected by the NDA are trade secrets, information about customers, business strategy, and any other information that is critical to the business.
Any information that can be disadvantageous to the company (if in the wrong hands) is captured in an NDA. Almost every profession in the corporate world has an NDA guiding its operation, and an example is the consultant NDA. Some of them might not come under the name 'NDA' but can be captured under the terms of contract or agreement.
1. What does it mean to sign an NDA?
Signing an NDA as a consultant does not mean that you cannot work for other people, especially if you are an independent consultant. Unless the NDA you signed has this restriction captured in it, you can work on other projects.
This is why reading the statements captured in any document is important, especially for a consultant NDA. Anytime you sign an NDA, have it in mind that you just placed a cloak on the knowledge you have that could be useful for your future work.
A secret today is someone's next version, so until the knowledge is released or made public, you cannot talk about it as a consultant to the firm. Even when released, some secrets remain secrets; an example is a mixture that makes Coca-Cola unique.
2. How long does an NDA keep binding?
There are some NDAs that will cloak your knowledge about the contract until death. Except you do not want to die keeping mute about such knowledge, you must note the timeframe of the NDA you are signing as a consultant.
- How long must you keep the knowledge you know about that business?
- How long does the NDA remain effective?
Such questions must be asked or answered by the NDA. Some NDAs require that whatever was disclosed to you is kept private after the contract, project, or job has ended.
Some give the exception of the fact that you can disclose that information when they have made them public themselves. A consultant NDA in this digital age can request that you erase all documents relating to the project after it has closed. Unlike those days, you have to submit all the documents physically.
3. Consequences for breaching a consultant NDA
In every NDA, including the consultant NDA, there is always a paragraph that talks about the consequences of breaching the agreement. If such does not exist, the whole document will be made void.
Damages caused by breaching such agreements cannot be remedied by a law action. So, when damages occur, instead of paying for it, such a person is compelled to obey the terms of the agreement.
It is best always to read this part when signing an NDA because you can be ordered by the court to do something against your will. This is as opposed to consequences you are familiar with that only involve your finances.
You need to know that every NDA is legal, do not get involved when you do not know what it contains. You can always get a lawyer to help you with confusing statements if it's your first time, or you find an NDA that looks entirely new for you.
Prevention is better than cure; its best to prevent some occurrences than try to solve them. Get help before you sign that consultant NDA.
Common clauses like Joint Venture Agreements, Employment Contracts, Freelance Contracts, Non-compete Agreements, Independent contractor Agreements perform similar functions like a standalone non-disclosure agreement. In general, the NDA sample agreement will let you know what to expect doing while working with your clients and protecting their trade secrets even as you protect yours as freelancers & consultants.
If you a freelancer or consultant, you’d probably come across clients that will require you to sign a non-disclosure agreement to seal a contract. You must get yourself familiar with what to expect to ensure adequate preparation in working with your clients.
Getting the right NDA sample pdf, therefore, is of utmost benefit, and it will also let you know what should be included if you also have specific information to protect as you work with clients.