What is a Non-Disclosure Agreement?
A Non-Disclosure Agreement (also known as an NDA or Confidentiality Agreement) is a commercial agreement between two parties to protect confidential information and not disclose it to a third party.
You should always get the agreement signed by both parties before revealing any confidential information to make sure it’s legally enforceable.
Who can use this template?
- Any business with confidential information
- Any industry
- Suitable for all Australian states and territories
- Hiring an employee or contractor
- Negotiating a contract with another business
- Pitching to investors
- Sharing commercially sensitive information with suppliers or partners.
Do I need an NDA to protect my confidential information?
If you want to protect your ideas, trade secrets or sensitive information from being copied or stolen, a Non-Disclosure Agreement is essential.
Even if you’re just in early discussions with another party, you should get a Non-Disclosure Agreement signed to be safe.
NDAs generally enable parties to reveal information with commercial value that they might otherwise keep secret so that commercial negotiations can continue openly and honestly. Breaking a Non-Disclosure Agreement may result in the confidential information owner taking legal action.
Other names for a Non-Disclosure Agreement
- Confidentiality Agreement
- Confidentiality Deed
- Secrecy Agreement
- Proprietary Information Agreement
What does this Non-Disclosure Agreement template include?
Our template covers everything you need to keep your information secure:
- Parties – who the agreement is between
- Confidential Information – the types of confidential information to be protected;
- Confidentiality Obligations – the obligations of the parties to the confidentiality agreement
- Disclosure – rules around disclosing information
- Non-solicitation – to prevent one party from enticing employees, customers, suppliers or potential investors away from the other party
- Term – how long the agreement is valid
- Return on Request – either party can request for the other party to cease using the information and return it (along with any notes)
- Indemnity – a legal term to protect against losses and damages
Our template is a mutual NDA, which means both the parties entering into the contract agree not to disclose any confidential information provided to them by the other.
How long does an NDA last?
A Non-Disclosure Agreement’s duration can vary depending on what you are using it for. There is no standard length of time – you could set the term for one year, two years, five years or indefinitely (in perpetuity). Our template includes a field where you can change the term to suit your requirements.
Is this Non-Disclosure Agreement template legally binding?
All of our templates are written by qualified Australian lawyers who hold an Australian legal practicing certificate.
We are affiliated with a commercial law firm based in Sydney.
What is confidential information?
Confidential information can be almost anything. It can include a business idea, concept, plan, strategy, design, process, financial information, customer information or a trade secret.
It can take the form of documents, graphics, text, data, files, designs, drawings, technical specifications, systems, processes…and the list goes on. You get the idea!
Confidential information can be any information that is not public knowledge and that the holder of the information wishes to keep private.
What information is not protected by a Non-Disclosure Agreement?
You cannot protect all types of information with a Non-Disclosure Agreement. Information that is already public knowledge or becomes known through no fault of the receiving party cannot be protected by a Non-Disclosure Agreement (e.g. information disclosed and obtained from a third party).
Is an agreement still legal if it hasn’t been signed?
A verbal agreement can be legally binding, but it’s challenging (if not impossible) to prove. Hence, it’s important to make sure that both parties sign the Non-Disclosure Agreement before you disclose any confidential information.
What’s the difference between a unilateral and a mutual agreement?
There are two types of Non-Disclosure agreements – one way and mutual.
In a one way (“unilateral”) agreement, one party discloses information to another party, and that party agrees not to disclose the information.
In a mutual (“bilateral” or “reciprocal”) agreement, both parties agree not to share the other’s sensitive information.
What is the difference between an NDA and a confidentiality agreement?
There is no difference between a non-disclosure agreement (NDA) and a confidentiality agreement. Both of them are binding legal contracts in which at least one party agrees not to divulge certain information.
What file format does the template come in?
All of our templates come in Word format (docx). We recommend that you use Microsoft Word on a desktop to fill in the template.
Is this template legally binding?
Yes, all of our templates have been drafted by qualified Australian lawyers who hold an Australian legal practicing certificate.
Is this template suitable for all states and territories?
Yes, the template is suitable for all Australian states and territories.
What do I have to do after I download the template?
The template includes instructions on how to use it, as well as helpful comments along the way to guide you. Don’t just take our word for it, read what other customers have said about our products here.
How long does it take to complete?
Estimated time to complete the template in Microsoft Word is around 5-10 minutes. We have designed our templates to be very user-friendly.
How often are the templates updated?
We frequently update our template library and provide minor updates to wording and formatting in our documents.
If the law changes, we’ll email you with the changes and updates to add to your existing templates. You have lifetime access, so any updates are provided free of charge.