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Non-Disclosure Agreement (NDA) Template

A non-disclosure agreement (NDA) protects confidential information exchanged between parties during commercial discussions, partnerships, or engagements. Use our free Australian NDA template to safeguard trade secrets, business plans, and sensitive data under Australian common law and the equitable doctrine of breach of confidence.

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NON-DISCLOSURE AGREEMENT
DISCLOSING PARTY
Harbour Digital Pty Ltd
Level 12, 1 Martin Place, Sydney NSW 2000 · ABN 12 345 678 901
By: Sarah J. Mitchell, Chief Executive Officer
RECEIVING PARTY
Southern Ventures Pty Ltd
200 Queen Street, Melbourne VIC 3000 · ABN 98 765 432 109
By: James T. O'Brien, Managing Director
Effective: 25 April 2026
MandA / Business Acquisition · Duration: two (2) years
This Non-Disclosure Agreement ("Agreement") is entered into as of 25 April 2026 by and between Harbour Digital Pty Ltd ("Disclosing Party") and Southern Ventures Pty Ltd ("Receiving Party"). The parties agree as follows:
1.
PURPOSE
The parties wish to explore a potential merger, acquisition, or business combination. In connection therewith, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party solely for the evaluation and pursuit of that purpose (the "Permitted Purpose").
2.
CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form or medium, that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, financial data, technical specifications, customer lists, pricing, personnel data, and proprietary methods.
3.
OBLIGATIONS OF RECEIVING PARTY
Southern Ventures Pty Ltd agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of Harbour Digital Pty Ltd; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information with at least the same degree of care used to protect its own most sensitive information, but no less than reasonable care; and (e) limit access to those employees, officers, or advisors who have a strict need to know and who are bound by obligations at least as protective as this Agreement.
4.
STANDARD EXCLUSIONS
This Agreement does not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure, evidenced by written records; (c) is independently developed by the Receiving Party without reference to the Confidential Information, evidenced by written records; or (d) is required to be disclosed by law or by order of an Australian court or government authority, provided that the Receiving Party gives prompt written notice to the Disclosing Party and cooperates in seeking a protective order or other appropriate relief.
5.
TERM
This Agreement shall remain in effect for two (2) years from the Effective Date, after which the obligations of confidentiality with respect to general Confidential Information shall expire.
6.
RETURN OR DESTRUCTION
Upon written request by Harbour Digital Pty Ltd, or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and all copies, extracts, or derivatives thereof, and shall provide written certification of such return or destruction upon request.
7.
REMEDIES
The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Harbour Digital Pty Ltd shall be entitled to seek interlocutory or permanent injunctive relief in any court of competent jurisdiction in Australia, without the necessity of posting security or proving actual monetary loss, in addition to any other remedies available at law or in equity. In any proceeding to enforce or interpret this Agreement, the successful party shall be entitled to recover its reasonable legal costs on a full indemnity basis from the other party.
8.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by and construed in accordance with the laws of the State of New South Wales and, where applicable, the laws of the Commonwealth of Australia, without regard to conflict of laws principles. Disputes shall be resolved exclusively in Supreme Court of New South Wales, and each party submits to the exclusive jurisdiction of that court.
9.
ELECTRONIC EXECUTION
This Agreement may be executed electronically. Electronic signatures are valid and enforceable under the Electronic Transactions Act 1999 (Cth) and equivalent state legislation, and each electronic signature carries the same legal weight as a handwritten signature.
10.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. Amendment: No amendment is valid unless in writing and signed by both parties. Severability: If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights. Counterparts: This Agreement may be executed in counterparts, including electronic counterparts, each constituting an original and all together forming one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
DISCLOSING PARTY
Sarah J. Mitchell
Chief Executive Officer
Harbour Digital Pty Ltd
Date: ____________________
RECEIVING PARTY
James T. O'Brien
Managing Director
Southern Ventures Pty Ltd
Date: ____________________

What Is a Non-Disclosure Agreement?

A non-disclosure agreement, also known as a confidentiality agreement, is a legally binding contract in which one or more parties agree not to disclose or misuse confidential information shared during a business relationship. It defines what counts as confidential, the obligations of the receiving party, permitted uses, the duration of the restriction, and the consequences of breach. NDAs can be unilateral (one-way) or mutual (two-way), depending on whether only one party or both parties are disclosing sensitive information.

In Australia, NDAs are enforced both as ordinary contracts and through the equitable action for breach of confidence. The High Court of Australia outlined the modern test in Commonwealth v. John Fairfax & Sons Ltd. (1980) 147 CLR 39 and subsequent authorities: the information must have the necessary quality of confidence, it must be imparted in circumstances importing an obligation of confidence, and there must be an actual or threatened unauthorised use to the detriment of the confider. A written NDA makes each element easier to prove in the Federal Court of Australia or a state Supreme Court.

NDAs are used across every Australian industry — from technology start-ups in Sydney and Melbourne protecting software IP, to mining and energy companies in Perth and Brisbane sharing geological data with joint-venture partners. They are a foundational tool for protecting intellectual property, commercially sensitive data, and negotiation strategy, and are particularly important where the Corporations Act 2001 (Cth) disclosure regime does not otherwise protect the information.

What's Covered in This Template

Our NDA template provides comprehensive protection for confidential information under Australian law.

Party Details

Legal names, ABNs or ACNs, and registered addresses of the disclosing and receiving parties.

Definition of Confidential Information

A thorough definition covering documents, data, know-how, trade secrets, and orally disclosed information.

Obligations of the Receiving Party

Duties of non-disclosure, non-use outside the permitted purpose, and reasonable security safeguards.

Permitted Disclosures

Carve-outs for disclosures to professional advisers, employees on a need-to-know basis, and as required by law or court order.

Standard Exclusions

Information that is public, independently developed, already known, or lawfully obtained from third parties.

Duration of Obligations

Survival period for obligations — typically two to five years, with indefinite protection for trade secrets.

Return or Destruction

Obligations to return or certify destruction of confidential materials on request or termination.

Remedies and Injunctive Relief

Right to seek damages, account of profits, and equitable remedies including injunctions and Anton Piller orders.

Privacy Act Compliance

Acknowledgement of obligations under the Privacy Act 1988 (Cth) when personal information is exchanged.

Governing Law and Jurisdiction

Selection of the Australian state or territory governing the agreement and courts with jurisdiction.

Mutual or Unilateral Option

Flexibility to configure the NDA as one-way or two-way depending on who is disclosing.

Whistleblower Carve-out

Preservation of protected disclosures under Part 9.4AAA of the Corporations Act 2001 (Cth).

How to Create an NDA

Follow these steps to produce an Australian NDA tailored to your commercial needs.

  1. 1

    Choose the NDA Type

    Decide whether a unilateral or mutual NDA fits the relationship based on who is disclosing information.

  2. 2

    Enter Party Details

    Provide legal names, ABNs or ACNs, and registered addresses of all parties involved.

  3. 3

    Define Confidential Information

    Describe the categories of protected information and any specific exclusions or carve-outs.

  4. 4

    Set Duration and Purpose

    State the permitted purpose for using confidential information and the survival period for obligations.

  5. 5

    Review and Download

    Confirm governing state, review the terms, and download the NDA as a PDF ready for signature.

Legal Considerations

Australian NDAs operate at the intersection of contract law, equity, and privacy legislation.

This template is for informational purposes only and does not constitute legal advice. Consult a qualified Australian legal practitioner for advice specific to your situation.

Reviewed for Australian law

Breach of Confidence in Equity

Independent of contract, Australian courts recognise an equitable action for breach of confidence. Following Commonwealth v. John Fairfax & Sons Ltd. (1980) 147 CLR 39 and Smith Kline & French Laboratories (Aust) Ltd v Secretary, Department of Community Services and Health (1990) 22 FCR 73, a plaintiff must show the information had the necessary quality of confidence, was imparted in circumstances importing an obligation of confidence, and was used or threatened to be used without authorisation. An NDA reinforces and clarifies each of these elements.

Reasonable Scope and Restraint of Trade

For an NDA to be enforceable, its scope and duration must be reasonable. Overly broad definitions of "confidential information" and indefinite restrictions on non-trade-secret data may be challenged as unreasonable restraints of trade at common law. Typical durations of two to five years are generally defensible, with indefinite protection reserved for genuine trade secrets.

Whistleblower and Public-Interest Disclosures

An NDA cannot prevent a protected disclosure. Part 9.4AAA of the Corporations Act 2001 (Cth) protects whistleblowers reporting corporate misconduct, and the Public Interest Disclosure Act 2013 (Cth) protects Commonwealth public sector disclosures. The Fair Work Act 2009 (Cth) also protects general protections claims. The NDA must preserve these statutory rights.

Privacy Act 1988 (Cth) Overlap

If the confidential information includes personal information, both parties must comply with the Privacy Act 1988 (Cth) and the thirteen Australian Privacy Principles. APP 11 requires organisations to take reasonable steps to protect personal information from misuse, interference, and unauthorised disclosure. The NDA should address data handling, security safeguards, and notifiable data breach obligations under Part IIIC.

Frequently Asked Questions

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