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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
Email: legal@kiwiinnovations.co.nz
Email: legal@kiwiinnovations.co.nz
By: Sarah J. Thompson, Chief Executive Officer
RECEIVING PARTY
Pacific Ventures Group Limited
22 Willis Street, Wellington 6011
Email: mna@pacificventures.co.nz
Email: mna@pacificventures.co.nz
By: James R. Hapuku, Managing Director
Effective: 1 April 2026
MandA / Business Acquisition | Term: 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"). This Agreement is governed by the laws of New Zealand, including the Contract and Commercial Law Act 2017 (CCLA 2017), the Privacy Act 2020 and the equitable doctrine of confidence as developed in New Zealand case law. The parties agree as follows:
1.
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. The Receiving Party shall not use such Confidential Information for any other purpose, including commercial exploitation, reverse engineering of any product or service, or competing with the Disclosing Party.
2.
CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party — in written, oral, electronic, visual, or any other tangible or intangible form — that is designated as confidential at the time of disclosure or that, given the nature of the information and the circumstances of disclosure, a reasonable person would understand to be confidential. Without limitation, Confidential Information includes: business and financial information (business plans, budgets, financials, customer/prospect lists, pricing, supplier terms); technical information (designs, source code, schematics, formulas, methodologies, algorithms, RandD outputs); operational information (processes, know-how, personnel data, organisational structure); third-party information the Discloser is bound to keep confidential; and information about the existence and content of this Agreement and any related discussions.
3.
PERMITTED RECIPIENTS AND USE
The Receiving Party may disclose Confidential Information only to employees, directors, professional advisers (legal, accounting, tax) and contracted consultants of the Receiving Party with a strict need to know (the "Permitted Recipients"), and only to the minimum extent necessary for the Permitted Purpose. Before any disclosure, each Permitted Recipient must be: (a) made aware of the confidential nature of the information; and (b) bound by written or fiduciary obligations of confidentiality no less stringent than those in this Agreement. The Receiving Party is responsible for any breach of this Agreement by any of its Permitted Recipients as if such breach were its own. The Receiving Party shall use Confidential Information solely for the Permitted Purpose and shall not, without the prior written consent of the Disclosing Party: (i) commercially exploit it; (ii) reverse engineer, decompile or disassemble any product, software or material embodying it (except to the limited extent permitted by mandatory law); (iii) use it (in whole or in part) to train, fine-tune, retrieve from, or otherwise input into any artificial-intelligence model, generative system or machine-learning dataset whether internal or hosted by a third party; or (iv) use it to compete with the Disclosing Party or solicit its customers or personnel.
4.
STANDARD OF CARE
The Receiving Party shall protect Confidential Information using at least the standard of care it applies to its own most sensitive confidential information of like importance, but in no event less than a reasonable degree of care. This includes appropriate physical, technical and administrative safeguards, access controls on a need-to-know basis, encryption of Confidential Information at rest and in transit where practicable, prompt revocation of access on personnel changes, and incident-response procedures.
5.
STANDARD EXCLUSIONS
The obligations in this Agreement do not apply to information that: (a) is or becomes generally available to the public other than by an act or omission of the Receiving Party or its Permitted Recipients; (b) was lawfully in the Receiving Party's possession without restriction prior to disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by contemporaneous written records; (d) is rightfully 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 authority — in which case the Receiving Party shall, where lawful, give the Disclosing Party prompt written notice and reasonably cooperate (at the Disclosing Party's cost) in seeking a protective order or other relief under the Evidence Act 2006 and applicable procedural rules.
6.
TERM
This Agreement commences on the Effective Date and continues for two (2) years, after which the obligations of confidentiality with respect to general Confidential Information expire (but rights and remedies in respect of breaches occurring during the term survive). Information that constitutes a trade secret under the equitable doctrine of confidence in New Zealand (see Coco v A N Clark (Engineers) Ltd [1969] RPC 41 as applied in NZ; Hayes v Quinn) shall remain protected for as long as it retains trade-secret status, regardless of the expiration of the term of this Agreement.
7.
RETURN OR DESTRUCTION OF INFORMATION
On written request by the Disclosing Party, or on expiration or termination of this Agreement, the Receiving Party shall promptly, at the Disclosing Party's election: (a) return all tangible materials and copies embodying Confidential Information; or (b) securely destroy all such materials including all electronic copies, derivative works and extracts and certify destruction in writing. The Receiving Party may retain one secure archival copy solely for legal, audit or regulatory record-keeping purposes, subject to continuing confidentiality obligations. Routine system back-ups need not be specifically purged provided they remain inaccessible in the ordinary course and are eventually overwritten under the Receiving Party's retention policy.
8.
PRIVACY AND PERSONAL INFORMATION
Where any Confidential Information includes personal information (within the meaning of the Privacy Act 2020), the Receiving Party shall comply with the thirteen Information Privacy Principles and in particular shall: (a) keep such information secure with reasonable safeguards (IPP 5); (b) use it only for the Permitted Purpose (IPP 10); (c) not disclose it except as permitted by IPP 11 or required by law; and (d) notify the Disclosing Party promptly (and in any event within 72 hours) of any actual or suspected notifiable privacy breach under Part 6 of the Privacy Act 2020, providing all material information reasonably available about the breach.
9.
REMEDIES
The parties acknowledge that money damages may not be a sufficient remedy for any actual or threatened breach of this Agreement and that the Disclosing Party would be irreparably harmed by such breach. Misuse of trade secrets may also give rise to criminal liability under s 249 of the Crimes Act 1961. Accordingly, the Disclosing Party is entitled to seek interlocutory, injunctive or other equitable relief (including specific performance) in the High Court of New Zealand or any other court of competent jurisdiction, without the necessity of proving actual damages and without being required to post a bond or other security, in addition to all other legal and contractual remedies. In any proceeding to enforce this Agreement, the successful party is entitled to recover its reasonable legal costs on an indemnity (solicitor-and-own-client) basis from the unsuccessful party, consistent with the High Court Rules 2016 r 14.6 (increased costs and indemnity costs).
Agreed damages. The parties acknowledge that the loss caused by a breach of confidentiality may be difficult to quantify. As a genuine pre-estimate of loss (and not a penalty), the parties agree that in the event of a substantiated material breach of clauses 1-5 above, the breaching party shall pay the non-breaching party agreed damages of $50,000.00 per breach event, without prejudice to the right to recover further compensable loss to the extent it exceeds that amount.
Agreed damages. The parties acknowledge that the loss caused by a breach of confidentiality may be difficult to quantify. As a genuine pre-estimate of loss (and not a penalty), the parties agree that in the event of a substantiated material breach of clauses 1-5 above, the breaching party shall pay the non-breaching party agreed damages of $50,000.00 per breach event, without prejudice to the right to recover further compensable loss to the extent it exceeds that amount.
10.
NON-SOLICITATION
During the term of this Agreement and for 12 months after termination, the Receiving Party shall not, directly or indirectly, solicit, recruit, induce or attempt to employ any employee, contractor or key consultant of the Disclosing Party with whom the Receiving Party had material contact in connection with the Permitted Purpose, without the prior written consent of the Disclosing Party. General advertising not specifically targeted at the Disclosing Party's personnel is not a breach of this clause. NZ courts assess such restraints for reasonableness in scope, duration and geographic reach consistent with Employment Relations Act 2000 principles applied to commercial post-engagement restraints.
11.
CROSS-BORDER TRANSFER
Where the Receiving Party transfers Confidential Information (including personal information) outside New Zealand — whether to its own affiliates, advisers, cloud service providers or sub-processors — it shall ensure that the recipient is subject to: (a) safeguards comparable to those required by the Privacy Act 2020, including IPP 12 on disclosure outside New Zealand; (b) written confidentiality obligations no less stringent than those in this Agreement; and (c) where personal information is involved, contractual data-processing terms reflecting accepted New Zealand and overseas regulatory practice (such as binding model clauses or comparable mechanisms recognised by the Office of the Privacy Commissioner). The Receiving Party shall, on request, provide the Disclosing Party with a current list of jurisdictions to which Confidential Information may be transferred.
12.
GOVERNING LAW AND JURISDICTION
This Agreement is governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Privacy Act 2020, without regard to conflict of law principles. The exclusive jurisdiction and venue for any dispute arising under this Agreement is the courts located in Auckland, New Zealand, and each party submits to the personal jurisdiction of such courts.
13.
GENERAL PROVISIONS
Entire agreement. This Agreement records the entire agreement of the parties as to its subject matter and supersedes all prior negotiations and agreements relating to the Permitted Purpose. No licence. Nothing in this Agreement grants, by implication or otherwise, any licence or right to use any intellectual property of the Disclosing Party. No obligation. Nothing requires either party to disclose any particular information or to enter into any further transaction. Amendment. No variation is effective unless in writing and signed by both parties. Severability. If any provision is held unenforceable, it shall be read down to the minimum extent necessary; the remainder continues in force. Waiver. Failure to enforce any provision is not a waiver of future enforcement. Counterparts and electronic execution. This Agreement may be executed in counterparts (including electronically) under Part 4 of the Contract and Commercial Law Act 2017, each of which is an original and together constitute one instrument. A scanned or PDF signature is binding.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
DISCLOSING PARTY
Sarah J. Thompson
Chief Executive Officer
Kiwi Innovations Ltd.
Date: ____________________
RECEIVING PARTY
James R. Hapuku
Managing Director
Pacific Ventures Group Limited
Date: ____________________
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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.
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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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