Is an NDA legally binding in New Zealand?

Yes. An NDA is enforceable as a contract once the standard requirements of offer, acceptance, consideration, and intention to create legal relations are met. Breach can result in damages and equitable relief, including injunctions, under New Zealand common law and the Contract and Commercial Law Act 2017.

What is the difference between a unilateral and mutual NDA?

A unilateral NDA protects information disclosed by one party only, while a mutual NDA protects confidential information exchanged by both parties. Mutual NDAs are common in joint ventures, M&A due diligence, and collaborative research where each side shares sensitive information.

How long should an NDA last?

Duration is negotiable. Typical terms range from two to five years for ordinary commercial information. Trade secrets may be protected for as long as they remain genuinely confidential. Indefinite obligations over non-trade-secret data risk challenge as an unreasonable restraint of trade.

Can an NDA prevent whistleblowing?

No. The Protected Disclosures (Protection of Whistleblowers) Act 2022 protects disclosures of serious wrongdoing to appropriate authorities, and the Human Rights Act 1993 and Health and Safety at Work Act 2015 also permit disclosures notwithstanding confidentiality clauses. An NDA cannot override these protections.

What remedies are available for breach?

Courts can award damages, an account of profits, and equitable remedies including injunctions and orders for delivery up or destruction. The High Court can also grant freezing orders and search orders in appropriate cases under the High Court Rules 2016.

Do I need a lawyer to create an NDA?

For standard commercial confidentiality situations, this template provides a robust starting point. For high-value transactions, multi-party arrangements, or cross-border deals involving IP licensing, a review by a New Zealand lawyer is recommended.

Can I use this NDA with employees and contractors?

Yes. The template can be adapted for employees and contractors. In employment contexts, the NDA should sit alongside any applicable restraint of trade clauses and must be read consistently with the Employment Relations Act 2000 and the employee’s good-faith duties.

Is electronic signature valid for an NDA?

Yes. Part 4 of the Contract and Commercial Law Act 2017 gives electronic signatures the same legal effect as handwritten signatures, provided the method used adequately identifies the signatory and indicates their approval of the information.

BusinessNZ

Non-Disclosure Agreement (NDA) Template

A non-disclosure agreement safeguards confidential information exchanged between parties during commercial negotiations, partnerships, or engagements. Use our free New Zealand NDA template to protect trade secrets, business plans, and sensitive data under NZ contract law and the equitable doctrine of breach of confidence.

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NON-DISCLOSURE AGREEMENT

DISCLOSING PARTY

Kiwi Innovations Ltd.

45 Shortland Street, Auckland CBD, Auckland 1010

By: Sarah J. Thompson, Chief Executive Officer

RECEIVING PARTY

Pacific Ventures Group Limited

22 Willis Street, Wellington 6011

By: James R. Ngata, Managing Director

Effective: 1 April 2026

MandA / Business Acquisition · Duration: two (2) years

This Non-Disclosure Agreement (this "Agreement") is entered into as of 1 April 2026 by and between Kiwi Innovations Ltd. ("Disclosing Party") and Pacific Ventures Group Limited ("Receiving Party") under the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017). The parties agree as follows:

PURPOSE

The parties wish to explore a potential merger, acquisition, or business combination (the "Permitted Purpose"). In connection therewith, the Disclosing Party may disclose certain Confidential Information to the Receiving Party solely for evaluation and pursuit of the Permitted Purpose.

CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party — in written, oral, electronic, or any other form — that is designated as confidential or that reasonably should be understood as 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, trade secrets, and proprietary methods.

OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information with at least the same degree of care as it protects its own most sensitive information, but no less than reasonable care; and (e) limit access to those employees, agents, or advisors who have a genuine need to know and who are bound by written confidentiality obligations no less protective than those herein. Each such recipient shall be made aware of the confidential nature of the information.

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 predating disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information, evidenced by contemporaneous written records; (d) is received from a third party without restriction and without breach of any obligation of confidentiality; or (e) is required to be disclosed by applicable New Zealand law, court order, or regulatory requirement, provided the Receiving Party gives the Disclosing Party prompt written notice and reasonably cooperates in seeking a protective order under the Evidence Act 2006 (EA 2006).

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.

RETURN OR DESTRUCTION OF INFORMATION

Upon written request by the Disclosing Party, or upon expiration or termination of this Agreement, the Receiving Party shall promptly: (a) return all tangible materials embodying Confidential Information; or (b) certifiably destroy all such materials and all copies, extracts, or derivatives thereof; and (c) provide written certification of such return or destruction upon request. The obligation to certify destruction includes data held in electronic form.

REMEDIES

The parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy (CCLA 2017, Part 2). Accordingly, the Disclosing Party shall be entitled to seek interlocutory, injunctive, or other equitable relief in any New Zealand court of competent jurisdiction — including the High Court of New Zealand — without the necessity of proving actual damages or posting security. In any proceeding to enforce this Agreement, the successful party shall be entitled to recover its reasonable legal costs on a solicitor-client basis from the unsuccessful party, consistent with the High Court Rules 2016.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017), without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be submitted to the exclusive jurisdiction of the courts of Auckland, New Zealand, and each party submits to the jurisdiction of such courts.

ELECTRONIC EXECUTION

This Agreement may be executed electronically. Electronic signatures are valid and enforceable under the Contract and Commercial Law Act 2017 (CCLA 2017, Part 4 — Electronic Transactions) and have the same legal effect as handwritten signatures. A copy of this Agreement transmitted by email or other electronic means shall be deemed an original.

10.

GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements. Amendment: No amendment is valid unless made in writing and signed by both parties. Severability: If any provision is found unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and 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 electronically, each of which shall be deemed an original and together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

DISCLOSING PARTY

Sarah J. Thompson

Chief Executive Officer

Kiwi Innovations Ltd.

Date: ____________________

RECEIVING PARTY

James R. Ngata

Managing Director

Pacific Ventures Group Limited

Date: ____________________

What Is a Non-Disclosure Agreement?

A non-disclosure agreement (NDA), also called a confidentiality agreement, is a legally binding contract in which one or more parties undertake 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, and the consequences of breach. NDAs can be unilateral (one-way) or mutual (two-way) depending on whether only one side or both sides are disclosing information.

In New Zealand, NDAs are enforced both as ordinary contracts under the Contract and Commercial Law Act 2017 and through the equitable action for breach of confidence. The Court of Appeal in Hunt v A [2008] 1 NZLR 368 reaffirmed the three-step test derived from Coco v A N Clark (Engineers) Ltd: the information must have the necessary quality of confidence, it must have been imparted in circumstances importing an obligation of confidence, and there must have been an unauthorised use to the detriment of the party communicating it. A written NDA makes each element easier to evidence.

NDAs are used across every New Zealand industry — from Auckland and Wellington technology companies protecting software intellectual property, to primary-sector exporters and professional services firms exchanging information during due diligence. They are a foundational tool for protecting intellectual property, commercially sensitive data, and negotiation strategy in Aotearoa.

What's Covered in This Template

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

Party Details

Legal names, New Zealand Business Numbers (NZBN), and 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 beyond the permitted purpose, and reasonable safeguarding measures.

Permitted Disclosures

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

Exclusions from Confidentiality

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

Duration of Obligations

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

Return or Destruction

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

Privacy Act 2020 Compliance

Handling of any personal information in accordance with the Information Privacy Principles.

Remedies and Injunctive Relief

Right to seek damages, account of profits, and equitable remedies including injunctions in the High Court.

Governing Law and Jurisdiction

New Zealand law and jurisdiction of the New Zealand courts.

Mutual or Unilateral Option

Flexibility to configure the NDA as one-way or two-way depending on the flow of information.

Electronic Signature Clause

Compliance with Part 4 of the Contract and Commercial Law Act 2017 for electronic execution.

How to Create an NDA

Follow these steps to produce a New Zealand NDA that is commercially sound and legally enforceable.

1
Choose the NDA Type
Decide whether a unilateral or mutual NDA fits the relationship, based on who is disclosing information.
2
Enter Party Details
Provide legal names, NZBN numbers, and registered addresses of all parties involved.
3
Define Confidential Information
Describe the categories of protected information and any specific exclusions relevant to your engagement.
4
Set Duration and Purpose
State the permitted purpose for which confidential information may be used and the survival period for obligations.
5
Review and Download
Confirm the governing law clause, review the terms, and download the NDA as a PDF ready for signature.

Legal Considerations

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

This template is provided for informational purposes only and does not constitute legal advice. For high-value or complex arrangements, consult a New Zealand-qualified lawyer.

Reviewed for New Zealand law

Breach of Confidence in Equity

Independent of contract, New Zealand courts recognise an equitable action for breach of confidence. In Hunt v A [2008] 1 NZLR 368 and AB Consolidated Ltd v Europe Strength Food Co Pty Ltd [1978] 2 NZLR 515, the courts applied the three-limbed test: the information must have the necessary quality of confidence, it must have been imparted in circumstances importing an obligation of confidence, and there must have been an unauthorised use to the detriment of the confider. A written NDA reinforces and clarifies each of these elements.

Reasonable Scope and Restraint of Trade

For an NDA to be enforceable, the scope and duration must be reasonable. Overly broad definitions of "confidential information" coupled with indefinite restrictions on non-trade-secret data risk being struck down as an unreasonable restraint of trade. The Illegal Contracts Act principles now embedded in subpart 5 of Part 2 of the Contract and Commercial Law Act 2017 permit the courts to sever or modify unreasonable terms. Durations of two to five years for general commercial information are usually defensible.

Privacy Act 2020 Overlap

Where confidential information includes personal information, parties must also comply with the Privacy Act 2020 and the 13 Information Privacy Principles, including IPP 5 (storage and security) and IPP 11 (limits on disclosure). The Office of the Privacy Commissioner can investigate complaints, and serious breaches may be notifiable under section 112. The NDA should address data handling, security safeguards, and whether a separate data processing clause is needed.

Remedies and the High Court

Remedies for breach include damages, an account of profits, and equitable relief. Interim and permanent injunctions are available in the High Court under rule 7.53 of the High Court Rules 2016, and freezing orders (Mareva) and search orders (Anton Piller) may be granted in appropriate cases. For lower-value disputes, the District Court has jurisdiction up to $350,000.

Frequently Asked Questions

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