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Create a Non-Disclosure Agreement

What this document does

A promise to keep information confidential — mutual, where both sides disclose, or one-way where only one does. It sets out what counts as confidential, how long the duty survives the agreement, and what must be returned or destroyed at the end. Note that the exclusions are wide: marking something confidential does not make it so, and nothing here reaches what is already public, what the recipient worked out independently, or what a court compels them to disclose.

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Agreement

When does this agreement start?

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Non-Disclosure Agreement

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What else is in it — 11 clauses, 12 optional
  1. 01

    Introduction & Preamble

    Identifies the parties, effective date, and purpose of the NDA.

  2. 02

    Purpose and Scope

    States the Purpose the Parties are sharing information for, what the Agreement covers, and that neither Party must disclose anything in particular. Defines the Purpose that the confidentiality obligations limit use to.

  3. 03

    Definitions

    Defines key terms including what constitutes Confidential Information.

  4. 04

    Confidentiality Obligations

    Core obligations of the receiving party to protect confidential information.

  5. 05

    Exclusions from Confidential Information

    Carve-outs for information that is not considered confidential.

  6. 06

    Term and Termination

    Duration, termination for convenience/breach/insolvency/change of control, and survival of obligations.

  7. 07

    Return and Destruction of Information

    Obligations to return or destroy confidential materials upon termination. Includes destruction certificate, third-party recall, and retention of legal copies.

  8. 08

    No Warranty / Disclaimer

    Disclaimer of accuracy, completeness, and fitness of Confidential Information. No obligation to transact.

  9. 09

    Remedies

    Injunctive relief, liquidated damages, account of profits, audit rights, and breach notification.

  10. 10

    Governing Law and Dispute Resolution

    Applicable law, jurisdiction, and dispute resolution mechanism.

  11. 11

    General Provisions

    Boilerplate: entire agreement, severability, waiver, amendment, notices, assignment, survival, compliance with laws, interpretation, cumulative remedies.

After it is drafted

  1. Get the stamp paper

    Buy non-judicial stamp paper of the value your state prescribes, and print the document on it.