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A non-disclosure agreement is essential for the privacy of a project. When a client works with confidential information, there must be a document to ensure its protection. A confidentiality obligation or NDA ensures that employees or freelancers are in agreement with clear details set out.
These agreements are put in place when an employer wants to ensure an employee keeps information private. As a legally binding agreement, it acts as a contract for the duration of employment with the employer. Both parties agree with each other on the conditions for the services expected and the repercussions if they are broken.
If you're looking for advice on finding a way to up such an agreement or you need access to a template, we can assist you. At Bonsai, we understand just how important professional documents are; that's why we provide a professional template as part of our service.
Are you wondering what to include in your NDA? We've given an overview of all the information to include in such an agreement.
All parties must be detailed when setting up an NDA. In the agreement, it must be made clear at the top of the document who is involved and the capacity of which they are involved.
The confidential information must be explained in the agreement for all party members to review. It is important to make sure that this section of the disclosure agreement is clear.
If, for either reason, information from the NDA can be excluded, details need to be made in the agreement. Where the contract is broken without clear exclusions on the form, there could be a risk of conflict.
The receiving party must agree with the conditions set out on the form before beginning their work. If they do not accept the NDA, they will not be able to work as intended.
Information based on the timeline in which the NDA will be in place needs to be provided. This is set by the disclosing party, who can determine whether the NDA is still applicable even after the project ends.
Again, the receiving party needs to be made aware of the terms of termination and whether the information is still to be kept confidential.
Finally, to declare all of the information included, both parties must sign the document in order for the business to start.
Do you need assistance with creating your own NDA for your company? Bonsai is ready to help with a range of templates that can be customised.
We've worked hard to ensure that all crucial information is included in documents with the ability to remove what isn't applicable to you.
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An NDA is important for establishing an agreement on a company's confidential information. It's also good for outlining the expectations of the receiving party for business activities. This document will set out the obligations of the employee for the protection of details. It also can assist in establishing terms on the use of the property and the purpose of employment.
Without an agreement in place, you run the risk of private information being leaked. By setting professional boundaries from the get-go, you reduce the risk of privacy invasion.
A confidentiality agreement is signed when an employee is first employed in a business. They can also be valid for businesses who hire freelancers, whereby an agreement must be made with others outside of full-time employment.
Both parties will be responsible for adhering to the NDA and will be made aware of what happens if confidential information is leaked.
Any business that is handling confidential information either of their own or a client will need to put an NDA in place. Whether you are working with freelancers or you're a business owner who needs a document for employees, we can help at Bonsai with our range of templates ready to use.
This Non-Disclosure Agreement, dated as of March 9, 2021 (the "Effective Date") governs the disclosure of information by John Doe (the "Company") to Sample Client (the "Recipient") for the purpose of exploring a potential business relationship and collaboration (the "Purpose").
1. Confidential Information.
As used herein, "Confidential Information" shall mean any and all technical and non-technical information that Company provides Recipient, whether in graphic, electronic, written or oral form, and including but not limited to patent applications and other filings, trade secrets, and any other proprietary information, as well as any ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, algorithms, software programs, documents, and formulae related to the current, future, and proposed products and services of Company, and also any information concerning any research, experimental work, development, design details and specifications, engineering, financial information, purchasing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, or marketing plans of Company and any information Company provides regarding third parties.
Recipient agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information except as approved in writing in advance by Company, and will use the Confidential Information for no purpose other than the Purpose.
Recipient shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.
3. Notice of Disclosure.
Recipient shall immediately notify Company upon discovery of any loss or unauthorized disclosure of the Confidential Information.
4. Use of Confidential Information.
All Confidential Information is provided "AS IS", without any warranty of any kind.
Recipient recognizes and agrees that nothing contained in this Agreement shall be construed as granting it any property rights, by license or otherwise, to any Confidential Information, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information.
Recipient shall not make, have made, use or sell for any purpose any product or service or other item using, incorporating or derived from any Confidential Information, nor make any filings or registrations based on the receipt or use of the Confidential Information, absent separate written approval of Company.
Recipient agrees to take proper and reasonable measures to ensure the confidentiality of the Confidential Information.
5. No Reproduction.
Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of Company and shall contain any and all confidential or proprietary notices or legends which appear on the original.
This Agreement shall terminate three (3) years after the Effective Date, or may be terminated by either party at any time upon thirty (30) days written notice to the other party; provided, however, Recipient’s obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Recipient’s heirs, successors and assigns.
Upon termination or expiration of the Agreement, or upon written request of Company, Recipient shall promptly return to the Company all documents and other tangible materials representing the Confidential Information and all copies thereof.
7.1 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of the Company.
7.2 Sole Agreement. The Agreement sets forth the complete, exclusive and final statement of the agreement between the parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties regarding such subject matter.
7.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice.
7.4 Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United States of America, without giving effect to the principles of conflict of laws.
7.5 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
7.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
7.7 Assignment. Recipient will not assign or transfer any rights or obligations under this Agreement without the prior written consent of Company. Any such assignment without prior consent shall be null and void from the beginning. Recipient shall not export, directly or indirectly, any technical data acquired from Company pursuant to this Agreement or any product utilizing any such data to any country for which the Government of the United States of America or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
7.8 Dispute Resolution. Recipient agrees that upon Company’s request, all disputes arising hereunder shall be adjudicated in the judicial court system or comparable legal process having jurisdiction over disputes arising in the United States of America and Recipient hereby agrees to consent to the personal jurisdiction of such courts.
7.9 Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.
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