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Non Disclosure Agreement Form PDF Free Download
To fully understand what is a non-disclosure agreement, let’s take a look at it in very simple terms.
Essentially, a Non-Disclosure Agreement is a contract between two parties where one party agrees not to share or reveal any secrets about the other party with any third party.
Additionally, the party also agrees to certain damages and fines if it violates the terms of the Non-Disclosure agreement.
In a Non-Disclosure Agreement template, the party that has secrets that should not be shared or revealed is referred to as the “Disclosing Party”, while the party that agrees not to share or reveal any secrets about the Disclosing Party is referred to as the “Receiving Party”.
Typically, a Non-Disclosure Agreement is always accompanied by a Non-Compete Agreement, or a non-compete clause within the confidentiality agreement.
This prevents the Receiving party from setting up a business based on the secrets and competing directed with the Disclosing Party.
Types of Non-Disclosure Agreements
There are many different types of non-disclosure agreements found today, as each confidentiality agreement is heavily customized according to the parties involved, the industry in which they function, and the secrets that are supposed to be kept, well, secret.
Here are some common types of NDAs:
- Basic or Standard Non-Disclosure Agreement
- Business Non-Disclosure Agreement
- Real-Estate Non-Disclosure Agreement
- Employee Non-Disclosure Agreement
- Customer Data Non-Disclosure Agreement
- Contractor Non-Disclosure Agreement
- Financial Information Non-Disclosure Agreement
- Software (Beta) Testing Non-Disclosure Agreement
- Patent or Invention Related Non-Disclosure Agreement
- Film Industry Non-Disclosure Agreement
- Trade Secret Non-Disclosure Agreement
- Volunteer Non-Disclosure Agreement
- Visitor Non-Disclosure Agreement
Basic Non-Disclosure Agreement Template
Any Non-Disclosure Agreement has to be customized depending on the needs and requirements of both the Disclosing and Receiving parties.
As a legal document, it defines the damages and penalties in case of a violation, so all confidentiality agreements must be thoroughly examined before signing.
Here below, we’re providing a free non-disclosure agreement template for download.
This simple NDA outlines the basic terms & conditions that you’d need for a Non-Disclosure Agreement, but being a PDF Template, you can always edit the contents and modify the language using any PDF Editor such as PDF Expert for Mac.
There are two main types of basic NDAs — the unilateral non-disclosure agreement and the mutual non-disclosure agreement.
A unilateral NDA or a one-way NDA is a type of non-disclosure agreement where only one party is disclosing confidential information while the other party is receiving confidential information, whereas a mutual NDA or two-way NDA is where both parties are disclosing confidential information to one another.
Examples of mutual non-disclosure agreements are when two companies are working with each other on a common product, or if one company contracts another company for a specific project.
What Happens When Someone Violates an NDA?
If there is a breach of confidentiality, the party that disclosed the information may be liable for monetary damages depending on the severity.
As an example, Sears paid $25 million in a judgment for violating an NDA by using a trade secret to its own benefit.
If a party has breached an NDA, the violated party should first send a Cease and Desist Order informing the violator that they are breaking their agreement.
This does not guarantee that legal action won’t follow but stops them from further using or spreading the information.
The next step involves determining whether the confidential information affected the violated party in more than one state.
If so, the violator may be charged in district (federal) court through the Defend Trade Secrets Act.
If not, then the plaintiff will have to file their complaint in their respective state court.
Under 18 U.S. Code § 1832(b) of the Defend Trade Secrets Act, a victim of theft may be awarded a maximum of $5,000,000 or three times the value of what was stolen.
Definitions & Provisions
Confidential information – Also known as “proprietary information,” which is only known to a single or select parties.
This can include verbal, electronic, or written material, product plans, sketches, methodologies, and more.
Effective date – The day the agreement becomes active. The NDA remains active until the confidential information no longer qualifies as a trade secret, or until the bound party is released from the contract via a written notice.
Misappropriation – Wrongful use of confidential information by the recipient party.
This includes publishing, copying, or using the information for their own benefit or sharing it with a third party.
Obligations – Each party’s role is described in the NDA.
Typically, this includes holding and maintaining confidential information in the strictest of confidence. Information is shared with employees on a “need-to-know” basis.
Parties – The individuals or entities bound by the NDA.
In a non-mutual NDA, the two parties are the releasor and the recipient. In a mutual NDA, all involved parties are both the releasor and the recipient.
Recipient – The individual or entity that is receiving confidential information.
Common examples include employees, contractors, suppliers, business collaborators, and more.
Releasor – The individual or entity that is releasing confidential information.
Also known as the “disclosing party,” the releasor discloses confidential information to the recipient after the NDA has been signed.
Relationship – The nature of the arrangement between the two parties and the reason for sharing confidential information.
Examples include employer-employee, contractor-client, supplier-company, and more.
Trade secret – Intellectual property and other sensitive information that is not publicly known and provides a company with a competitive or economic advantage.
This can range from formulas and R&D to financial practices.
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Non Disclosure Agreement Form PDF Free Download