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Non-Disclosure Agreement

For two parties who need to share sensitive information like deal terms, creative work, or business plans while keeping it confidential.

Drafted by a Harvard Law entertainment attorney.

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Is this the right contract for you?

Use this agreement when sharing private information about a deal, business, or creative project. It sets out what must stay confidential, who may use the information, and for what purpose.

Good fit for

Businesses and partners exploring a deal
Creators and collaborators sharing private work
Contractors and freelancers handling sensitive information
Investors reviewing confidential details
Anyone sharing private information before a deal is signed

You may also need

Photography Services Agreement - when the talks lead to hiring a contractor
LLC Operating Agreement - if the parties form a company together
Social Media Manager Agreement - when a manager will handle private accounts
Merchandise Licensing Agreement - before sharing product or licensing plans
Merchandise Manufacturing Agreement - before sharing designs with a manufacturer

What's Inside This Contract

Purpose

States why the information is being shared and limits its use to that purpose.

Definition of confidential information

Sets what counts as confidential and the standard exclusions.

Obligations of the parties

Covers protecting the information, return or destruction, and any residual knowledge.

Restrictive covenants

Adds optional non-solicit or non-compete terms when included.

Term and termination

Sets how long the agreement and the confidentiality duty last.

Remedies and no license

Covers relief for a breach and confirms no rights are granted in the information.

Disputes and general provisions

Covers standard terms such as notices, how disputes are handled, and signatures.

Not sure what a section means? Every contract you create includes a built-in "Explain Sections" view with a plain-English note for each part of the document.

Before you start

It helps to have these details on hand before you create your contract:

The parties sharing information
Whether the duty is one-way or mutual
What counts as confidential information
Any specific categories to call out
How long the confidentiality duty lasts
Whether to include non-solicit or non-compete terms
What happens to materials when the deal ends
How disputes will be handled

Points Worth Negotiating

Information covered: identify what must stay private rather than treating every conversation as confidential.
Who is protected: use mutual obligations if both sides will share private information.
Time limits: agree how long the duty lasts and whether some information needs longer protection.
Allowed use: state why the information is being shared and who may see it for that purpose.
Return or deletion: agree what happens to files and copies when the discussions or work end.

Frequently Asked Questions

What is a non-disclosure agreement?

A non-disclosure agreement keeps shared information confidential. It sets what counts as confidential, how it can be used, and how long the duty lasts.

Who should sign it?

Both parties who will share or receive information sign. In a one-way arrangement, the side disclosing and the side receiving both sign so the duty is clear.

What is the difference between a one-way and a mutual NDA?

A one-way NDA protects information from one side. A mutual NDA covers information both sides share. The right choice depends on who is disclosing.

How long does an NDA last?

It varies by deal. Some duties last a set number of years, while others continue as long as the information stays confidential.

What should I have ready before creating it?

Have the parties, whether the duty is one-way or mutual, what counts as confidential, how long the duty lasts, whether to add non-solicit or non-compete terms, and what happens to materials when the deal ends.

What is usually excluded from confidentiality?

Common exclusions are information that is already public, was already known, or is required to be disclosed by law. The agreement lists these exceptions.

Should I choose the custom contract or the editable template?

Choose the custom contract to answer a few questions and have it filled in for you. Choose the editable template if you prefer a blank version with labeled fields to complete yourself.

What are common warning signs in a non-disclosure agreement?

These are common issues to watch for in any non-disclosure agreement:

Definition of confidential information is too broad
No end date on the confidentiality duty
One-sided terms when both share information
No standard exceptions for public information
Unclear remedies for a breach

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