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Non-Disclosure Agreement Template (NDA)

By: Steve Stormoen / Wednesday, February 13, 2013

A Non-Disclosure Agreement (NDA) is a document signed by two or more parties in which they agree to keep certain information privileged or confidential. Non-Disclosure Agreements are common in many businesses and industries, but can often be bewildering for a first time writer or signer. To provide the best Non-Disclosure Agreement template for your needs, this article help will you:
  • Learn the 6 most important clauses to include in your NDA
  • Review a Non-Disclosure Agreement template to use in your own business
  • Discover how to easily and painlessly get your NDA form signed using RightSignature digital signature software
by Alex Wellerstein courtesy of Wikimedia Commons
The purpose of using a written, signed document is to help establish clear expectations and guidelines for confidential information as well as creating a legal record for the agreement. To this end, Non-Disclosure Agreements—also known as Confidentiality Agreements, Proprietary Information Agreements, or Secrecy Agreements—are often made between an employer and a new employee or independent contractor, or between two companies agreeing to partner on a project.

6 Important Clauses for your Non-Disclosure Agreement Template

The purpose of an NDA is to have a legally binding agreement on record that establishes certain information—often trade secrets or the nature of the partnership itself—as confidential, defines what that confidentiality entails, and states the consequences of breaking that confidentiality. The agreement must also state whether the NDA is unilateral (binding on one party) or mutual (binding on both parties). The following is an overview of the 6 most important clauses for any non-disclosure agreement:
  1. Definition of confidential information. This clause outlines which information must not be disclosed by the agreeing parties. 
  2. Permitted use of confidential information. If, for example, a company signed to an NDA to publish a book needs to contract a graphic designer to design the book's cover, this would be included in this clause.
  3. Duration of confidentiality. For how long is your agreement to remain confidential? A duration may be a set amount of time, such as 5 years, or conditional upon the completion of a product or event.
  4. Jurisdiction or court in which the Non-Disclosure Agreement is governed. In case of a breach of your NDA, the agreement should also specify which court will hold jurisdiction over any resultant legal action.
  5. Responsibilities from each party towards legal fees. If legal fees are required to enforce the NDA, this clause identifies which party would be responsible for those fees. For example, this may state that, in the event of an unpermitted disclosure of information, the disclosing party may be responsible for all legal fees that result.
  6. Provisions for confidentiality in case of subpoena or court notification. In some circumstances, such as under order of a subpoena, you may need to specify whether it is acceptable to disclose the confidential information specified in the NDA.

Getting Your Non-Disclosure Agreement Signed with Digital Signature Software

All signed paperwork comes with its own pitfalls—limited availability of the signing parties, rushed deadlines, expensive shipping, and the risk of losing an important document. To ensure that the limitations of paper don't impede the promise of a budding new relationship, businesses have turned to new technological solutions, such as digital signature software.

It's not surprising that Non-Disclosure Agreements are some of the most commonly sent documents using RightSignature digital signature software. RightSignature enables users to send their NDA template to each signer as easily as sending an email, either to sign all at once or in a specific sequence. Each recipient receives a link to the document, and is given step-by-step instructions on how to fill out all the required fields. They then sign the document with a hand-drawn, legally binding electronic signature, after which the finished document is automatically returned to the sender..

Users are able to get these documents signed online in minutes, avoiding the delays and expense of printing, shipping, and faxing. RightSignature digital signatures also offer even greater legal protection than paper documents, in compliance with the ESIGN Act and other laws worldwide, ensuring your NDA will hold up in court, if need be.

View a Sample Non-Disclosure Agreement Template 

Non-Disclosure Agreement Template

Before setting out to write your own Non-Disclosure Agreement, try referencing some samples online to get a feel for the structure of the document and how these clauses work. To that end, we've provided our own sample Non-Disclosure Agreement Template using this demo of RightSignature Online Forms.

RightSignature also allows you to set up your Non-Disclosure Agreement as a Reusable Template, so you can send same document as many times as needed. And if, for example, your NDA is one of many employment forms you use for new hires, you can send any and all of your important documents together for lightning-fast signing online.

These Non-Disclosure Agreement template guidelines are designed to help your business put together an effective NDA and get it signed quickly and easily. Getting your NDA template in shape protects both you and your counterparties, and making the signature request process simple with RightSignature ensures you'll have an executed document in place for every important business relationship.

Disclaimer: This was not written by an attorney and does not constitute legal advice. If you have any questions about the legality of your NDA, please consult your attorney.

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