Non-Disclosure Agreement Template, Free Download 2026

"Confidential Information" means all non-public, proprietary, or trade secret information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether before or after the Effective Date of this Agreement, in any form or medium, whether tangible or intangible, that relates to the Disclosing Party's business, operations, products, services, research, development, finances, customers, suppliers, employees, or strategic plans. Confidential Information shall be interpreted broadly to effectuate the purpose of this Agreement and shall include all information that a reasonable person would consider confidential under the circumstances of disclosure.

Without limiting the generality of Section 1.1, Confidential Information includes but is not limited to: trade secrets, inventions, patent applications, technical data, algorithms, source code, object code, software architecture, databases, formulas, processes, designs, prototypes, specifications, research and development activities; business plans, marketing strategies, pricing models, cost structures, profit margins, financial projections, budgets, and audit information; customer lists, vendor lists, supplier terms, distribution channels, and sales data; employee information, compensation structures, organizational charts, and personnel records; and any analyses, compilations, studies, summaries, or other materials prepared by the Receiving Party that contain or are based upon Confidential Information of the Disclosing Party.

Information disclosed orally, visually, or in any non-written form shall constitute Confidential Information if it is identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days thereafter. Notwithstanding the foregoing, failure to mark or identify information as confidential shall not preclude it from being treated as Confidential Information if a reasonable person in the Receiving Party's position would understand such information to be confidential given its nature and the circumstances of disclosure. Information disclosed in written, electronic, or other tangible form shall be deemed Confidential Information if it is marked "Confidential," "Proprietary," "Trade Secret," or with a similar designation, or if the nature of the information and the manner of disclosure reasonably indicate its confidential character.

The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose, publish, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall take all reasonable measures to prevent the unauthorized disclosure, dissemination, or use of Confidential Information, including but not limited to implementing appropriate physical, electronic, and procedural safeguards.

The Receiving Party shall use the Confidential Information solely for the purpose of evaluating, negotiating, or pursuing a potential or existing business relationship between the parties as described herein (the "Permitted Purpose") and for no other purpose whatsoever. The Receiving Party shall not use any Confidential Information to compete with the Disclosing Party, to reverse engineer any product or process of the Disclosing Party, or to derive any commercial advantage from such information outside the scope of the Permitted Purpose.

The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The Receiving Party shall promptly notify the Disclosing Party in writing of any unauthorized use, disclosure, or loss of Confidential Information of which the Receiving Party becomes aware and shall cooperate with the Disclosing Party in every reasonable way to assist the Disclosing Party in regaining possession of such Confidential Information and preventing further unauthorized use or disclosure.

The Receiving Party shall restrict access to Confidential Information to those of its directors, officers, employees, agents, advisors, consultants, and contractors (collectively, "Representatives") who have a demonstrable need to know such information for the Permitted Purpose and who are bound by written confidentiality obligations no less restrictive than those set forth in this Agreement. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives and shall ensure that its Representatives are made aware of and comply with the terms of this Agreement. The Receiving Party shall maintain a current list of all Representatives who have been granted access to Confidential Information and shall make such list available to the Disclosing Party upon request.

The obligations of confidentiality and non-use set forth in this Agreement shall not apply to information that is or becomes generally available to the public through no act or omission of the Receiving Party or its Representatives, including information that enters the public domain through lawful publication, public filing, or other means not involving a breach of any confidentiality obligation. The burden of proving that information falls within this exclusion shall rest with the Receiving Party.

Confidential Information shall not include information that was already in the possession of the Receiving Party prior to disclosure by the Disclosing Party, provided that the Receiving Party can demonstrate such prior possession by competent written records predating the date of disclosure and that such information was not subject to any existing confidentiality obligation owed to the Disclosing Party or any third party.

Information independently developed by the Receiving Party or its Representatives without use of, reference to, or reliance upon any Confidential Information of the Disclosing Party shall not constitute Confidential Information under this Agreement. The Receiving Party bears the burden of establishing independent development by clear and convincing documentary evidence, including contemporaneous development records, laboratory notebooks, version control logs, or similar documentation demonstrating the independent origin of such information.

Information that is rightfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party with respect to such information shall be excluded from the definition of Confidential Information, provided that the Receiving Party had no knowledge or reason to believe that such third party was prohibited from disclosing the information.

If the Receiving Party is compelled by applicable law, regulation, legal process, or governmental order to disclose Confidential Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed, shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment will be afforded to the disclosed information, and shall cooperate with the Disclosing Party in seeking such protective order or other relief at the Disclosing Party's expense.

This Agreement shall become effective as of the Effective Date and shall continue in full force and effect for the period specified in the introductory paragraph or schedule hereto (the "Term"), unless earlier terminated by either party upon thirty (30) days' prior written notice to the other party. Termination of this Agreement shall not relieve either party of any obligation or liability accruing prior to such termination, nor shall it affect any provision of this Agreement that by its terms or nature is intended to survive termination.

The confidentiality obligations and restrictions on use of Confidential Information set forth in this Agreement shall survive the expiration or termination of this Agreement for a period of five (5) years from the date of disclosure of each item of Confidential Information, unless a longer period is required by applicable law or a shorter period is agreed to in writing by the parties with respect to specific categories of information.

Notwithstanding Section 4.2, the obligations of confidentiality with respect to any Confidential Information that constitutes a trade secret under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) or applicable state trade secret law, including the Uniform Trade Secrets Act as adopted in the relevant jurisdiction, shall continue in perpetuity, or for so long as such information retains its status as a trade secret under applicable law, whichever period is longer. The Receiving Party acknowledges that certain categories of Confidential Information may constitute trade secrets entitled to this extended period of protection.

Upon the expiration or termination of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly, and in no event later than fifteen (15) business days, return to the Disclosing Party all originals and copies of documents, materials, notes, and other tangible embodiments of Confidential Information in its possession or control, or, at the Disclosing Party's written election, destroy all such materials using methods reasonably designed to ensure that the Confidential Information cannot be recovered, reconstructed, or accessed. This obligation extends to all Confidential Information stored in any medium, including paper documents, electronic files, digital storage media, cloud-based systems, and any other format.

Within fifteen (15) business days of completing the return or destruction of Confidential Information, an authorized officer of the Receiving Party shall deliver to the Disclosing Party a written certification confirming that all Confidential Information, including all copies, extracts, summaries, and derivative materials, has been returned or destroyed in accordance with Section 5.1. Such certification shall be signed under penalty of perjury and shall identify the categories of materials returned or destroyed and the methods of destruction employed.

Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information solely to the extent required by applicable law, regulation, or bona fide document retention policies, or as automatically retained in routine electronic backup systems, provided that any such retained copies shall remain subject to the confidentiality and non-use obligations of this Agreement for as long as they are retained. The Receiving Party shall not access any retained archival copies for any purpose other than demonstrating compliance with legal or regulatory requirements.

Each party acknowledges and agrees that the Confidential Information of the Disclosing Party is unique and valuable, and that any unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages alone would be an insufficient remedy. The Receiving Party agrees that the Disclosing Party shall not be required to prove actual damages or post a bond or other security as a condition to obtaining equitable relief.

In the event of any actual or threatened breach of this Agreement, the Disclosing Party shall be entitled to seek immediate injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, from any court of competent jurisdiction to restrain the Receiving Party and its Representatives from any unauthorized disclosure or use of Confidential Information, without the necessity of proving actual damages or posting any bond or other security, to the fullest extent permitted by applicable law.

In addition to injunctive relief, the Disclosing Party shall be entitled to seek specific performance of the obligations contained in this Agreement. The Receiving Party hereby consents to the entry of any order of specific performance requiring strict compliance with the terms of this Agreement and waives any defense that a remedy at law would be adequate.

All remedies available to either party under this Agreement, at law, or in equity, including but not limited to damages, injunctive relief, and specific performance, shall be cumulative and not exclusive. The exercise of any one remedy shall not preclude the exercise of any other remedy. No failure or delay by the Disclosing Party in exercising any right or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy or the exercise of any other right or remedy.

Nothing in this Agreement shall be construed as granting to the Receiving Party any license, right, title, or interest in or to the Confidential Information or any intellectual property rights of the Disclosing Party, whether by implication, estoppel, or otherwise. All Confidential Information shall remain the sole and exclusive property of the Disclosing Party, and the Receiving Party acquires no rights whatsoever in such information except the limited right to use it for the Permitted Purpose during the Term of this Agreement.

THE DISCLOSING PARTY PROVIDES ALL CONFIDENTIAL INFORMATION "AS IS" AND MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, CURRENTNESS, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY CONFIDENTIAL INFORMATION. The Disclosing Party shall not be liable for any errors or omissions in any Confidential Information or for any decisions or actions taken by the Receiving Party in reliance thereon.

Nothing in this Agreement shall be construed as creating any obligation on either party to enter into any further agreement, transaction, or business relationship, to purchase or sell any products or services, or to proceed with any proposed transaction. Either party may, in its sole and absolute discretion, terminate discussions or negotiations at any time without liability to the other party, except for the obligations expressly set forth in this Agreement.

The parties to this Agreement are independent contracting parties. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, fiduciary relationship, or agency relationship between the parties. Neither party shall have, nor represent itself as having, any authority to make commitments, enter into contracts, incur obligations, or bind the other party in any manner whatsoever.

This Agreement shall not be interpreted or construed to create an association, joint venture, or partnership between the parties, or to impose any partnership obligation or liability upon either party. Neither party shall have any right, power, or authority to create any obligation or responsibility on behalf of the other party, and neither party shall hold itself out as an agent, representative, partner, or joint venturer of the other party.

The exchange of Confidential Information under this Agreement does not create any agency, employment, or representative relationship between the parties. Each party retains sole control over and responsibility for its own personnel, business operations, and decision-making. Neither the execution of this Agreement nor the disclosure of Confidential Information shall constitute or be deemed to constitute an endorsement, approval, or sponsorship by either party of the other party's business, products, or services.

The parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, through direct negotiation between senior representatives of each party with authority to settle the dispute. Either party may initiate the negotiation process by delivering written notice to the other party describing the dispute in reasonable detail. The designated representatives shall meet within fifteen (15) business days of such notice to attempt to resolve the dispute.

If the dispute is not resolved through direct negotiation within thirty (30) days of the initial notice, either party may submit the dispute to mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures, or by a mutually agreed-upon mediator. The mediation shall be conducted in the city and state specified in the introductory paragraph of this Agreement. The costs of the mediator and the mediation facilities shall be shared equally between the parties, with each party bearing its own attorney's fees and costs associated with the mediation.

If the dispute is not resolved through mediation within sixty (60) days of the submission to mediation, either party may pursue its remedies through litigation in the courts specified in Section 10.5 of this Agreement. Notwithstanding the foregoing, nothing in this Article shall preclude either party from seeking immediate injunctive or other equitable relief from a court of competent jurisdiction at any time to prevent irreparable harm, preserve the status quo, or enforce the confidentiality obligations set forth in this Agreement.

In any action, proceeding, or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorney's fees, expert witness fees, court costs, mediation costs, and all other expenses of litigation or dispute resolution, in addition to any other relief to which such prevailing party may be entitled. The venue for any legal action or proceeding shall be as specified in Section 10.5, and each party irrevocably submits to the exclusive jurisdiction of such courts.

Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, proposals, agreements, and understandings between the parties, whether written or oral, relating to the protection of Confidential Information. No representation, warranty, promise, or condition not set forth in this Agreement shall be binding on either party.

Amendments. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless made in writing and executed by duly authorized representatives of both parties. Any attempted amendment that is not in compliance with this Section shall be void and of no force or effect.

Assignment. Neither party may assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment in violation of this Section shall be null and void. Notwithstanding the foregoing, either party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement.

Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent, or if such modification is not possible, shall be severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.

Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the state specified in the introductory paragraph of this Agreement, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. Each party irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in such state for any action arising out of or relating to this Agreement.

Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given: (a) upon personal delivery to the party to be notified; (b) one (1) business day after deposit with a nationally recognized overnight courier with tracking capability; (c) three (3) business days after deposit in the United States mail, certified or registered, postage prepaid, return receipt requested; or (d) upon confirmation of delivery when sent by email to the addresses specified in the introductory paragraph or schedule hereto, provided that a confirmatory copy is sent by another method specified in this Section within two (2) business days. Either party may change its notice address by providing written notice in accordance with this Section.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means, including by email in portable document format (PDF), facsimile, or through electronic signature platforms, shall be deemed original signatures for all purposes and shall be legally binding and enforceable under the federal Electronic Signatures in Global and National Commerce Act (ESIGN Act, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act as adopted in the applicable jurisdiction.

Waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. A waiver of any breach of this Agreement shall not constitute a waiver of any subsequent or other breach. All waivers must be in writing and signed by the party granting the waiver to be effective.