What is an NDA and when do I need one?

A U.S. NDA (non-disclosure agreement), also called a confidentiality agreement, is a legally binding contract that prevents one or both parties from sharing confidential information with outside parties. You need one any time you share sensitive American business information with someone outside your organization: a potential partner, investor, contractor, employee, or acquirer.

What is the difference between a unilateral and a mutual NDA?

In a U.S. unilateral (one-way) NDA, only one party shares confidential information and only the receiving party is bound to protect it. This is standard when hiring American contractors or consultants. In a mutual NDA, both parties share sensitive information and both are equally bound by confidentiality obligations. This is typical in partnership discussions, joint ventures, and M&A negotiations.

How long does an NDA last?

The term of a U.S. NDA is set by the parties. Most general business NDAs run for one to five years. However, obligations related to trade secrets can extend indefinitely under the federal Defend Trade Secrets Act. Some American courts have declined to enforce NDAs with perpetual terms for general information, so it is best practice to set a reasonable fixed term for general confidential information while adding a separate trade secret carve-out for extended protection.

Are NDAs enforceable in California?

Yes. U.S. NDAs that protect genuinely confidential business information are enforceable in California. However, California does not enforce non-compete clauses, and certain American employee NDAs face additional restrictions under California law. If your NDA includes a non-solicitation clause and one party is based in California, consult a California-licensed attorney before signing.

Can an NDA protect trade secrets indefinitely?

Yes. Trade secrets can be protected indefinitely under both the U.S. federal Defend Trade Secrets Act and most American state trade secret laws. To take advantage of this, include a trade secret carve-out clause stating that confidentiality obligations for trade secrets survive the expiration of the agreement's general term.

What happens if someone violates an NDA?

If a party breaches a U.S. NDA, the non-breaching party can seek injunctive relief to immediately stop the disclosure, recover monetary damages for losses caused by the breach, and in some cases claim attorney's fees if the agreement provides for them. American courts generally take NDA violations seriously, especially when trade secrets or proprietary business information is involved.

Can I use an NDA for employees and independent contractors?

Yes. U.S. NDAs are commonly used with both employees and independent contractors. For American employees, the NDA is typically signed as part of the onboarding process. For contractors, it is signed before any work begins or before any confidential information is shared. Note that some states, including California, impose limits on what employee NDAs can cover.

Does an NDA need to be notarized to be enforceable?

No. In the United States, notarization is not required for an NDA to be legally binding. A signed agreement with the full names, signatures, and effective date of both parties is sufficient. Keeping a signed copy on file for each party is strongly recommended in case of a future dispute.

Legal & BusinessUnited States

Free Non-Disclosure Agreement (NDA) Template

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NON-DISCLOSURE AGREEMENT

Mutual (Two-way) Confidentiality Agreement · State Of Delaware

PARTY A (DISCLOSING)

Apex Technologies Inc.

1209 Orange Street, Wilmington, DE 19801

By: Jennifer L. Park, Chief Executive Officer

PARTY B (RECEIVING)

Summit Capital Partners LLC

590 Madison Avenue, New York, NY 10022

By: Marcus D. Webb, Managing Director

Effective: March 1, 2025

MandA / Business Acquisition · Duration: 3 years

This Non-Disclosure Agreement (this "Agreement") is entered into as of March 1, 2025 by and between Apex Technologies Inc. ("Disclosing Party") and Summit Capital Partners LLC ("Receiving Party"). The parties agree as follows:

PURPOSE

The parties wish to explore evaluation of a potential merger, acquisition, or corporate transaction. In connection therewith, each Party may disclose certain confidential and proprietary information to the other Party solely for evaluation and pursuit of that purpose (the "Permitted Purpose").

CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information disclosed by each Party to the other Party, in any form or medium, that is designated as confidential or that reasonably should be understood to be 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. Information constituting a Trade Secret under the Defend Trade Secrets Act, 18 U.S.C. § 1836 (DTSA), including without limitation source code, formulas, algorithms, and proprietary processes, is separately addressed in Section 5 below.

OBLIGATIONS OF RECEIVING PARTY

The other Party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of each Party; (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 in no event less than reasonable care; and (e) limit access to Confidential Information to those employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

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, as evidenced by written records; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by written records; or (d) is required to be disclosed by applicable law, regulation, or valid court order, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably cooperates in seeking a protective order.

TERM

This Agreement shall remain in effect for 3 years from the Effective Date, after which the obligations of confidentiality with respect to general Confidential Information shall expire. Notwithstanding the foregoing, any information that constitutes a Trade Secret as defined under the DTSA shall remain protected for as long as it retains trade secret status under applicable law, regardless of the expiration or termination of this Agreement.

RETURN OR DESTRUCTION OF INFORMATION

Upon written request by each Party, 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.

REMEDIES

The parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction without the necessity of posting bond, proving actual damages, or establishing that monetary damages would be an inadequate remedy. In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, and court costs from the non-prevailing party.

DTSA WHISTLEBLOWER IMMUNITY NOTICE - 18 U.S.C. § 1833(B)

Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, provided the individual files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order. This notice is provided pursuant to 18 U.S.C. § 1833(b)(1) and is required for the Disclosing Party to preserve its right to seek exemplary damages and attorney's fees under the DTSA.

NON-SOLICITATION

During the term of this Agreement and for a period of twelve (12) months thereafter, the Receiving Party shall not, directly or indirectly, solicit, recruit, induce, or attempt to solicit or recruit any employee, independent contractor, or consultant of the Disclosing Party with whom the Receiving Party had contact or became aware of in connection with this Agreement, without the prior written consent of the Disclosing Party. Note: Non-solicitation clauses may have limited enforceability in California under Cal. Bus. and Prof. Code § 16600; consult counsel regarding applicability.

10.

GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any dispute arising under or relating to this Agreement shall be the state or federal courts located in New York County, New York, and each party hereby consents to personal jurisdiction in such courts.

11.

GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements. Amendment: No amendment shall be valid unless in writing and signed by both parties. Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force and effect. 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 of which shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.

PARTY A - DISCLOSING PARTY

Jennifer L. Park

Chief Executive Officer

Apex Technologies Inc.

Date: ____________________

PARTY B - RECEIVING PARTY

Marcus D. Webb

Managing Director

Summit Capital Partners LLC

Date: ____________________

What Is a Non-Disclosure Agreement?

A U.S. non-disclosure agreement (NDA), also called a confidentiality agreement, is a legally binding contract that prevents one or both parties from sharing confidential information with outside parties. When you share sensitive business information with a potential American partner, investor, contractor, or employee, an NDA creates legal consequences if that information is misused or disclosed.

There are two main forms. A U.S. unilateral NDA is one-way: only one party shares information and only the receiving party is bound to protect it. This is the standard American choice when onboarding a contractor, consultant, or prospective hire. A mutual NDA binds both parties equally, making it appropriate for partnerships, joint ventures, and acquisition discussions where both sides share sensitive data.

In the United States, NDAs are governed by state contract law alongside federal statutes such as the Defend Trade Secrets Act (DTSA). A well-drafted NDA clearly defines what counts as confidential information, how long the obligation lasts, and what remedies are available if the agreement is breached.

What's Covered in This Template

Doxuno's NDA template includes all core clauses required for US enforceability, plus expert sections for stronger protection in complex business situations.

Confidential Information

Broad definition covering all protected data

Obligations of Receiving Party

Non-disclosure and non-use duties

Standard Exclusions

4 legally required carve-outs for enforceability

Term & Duration

Fixed period or indefinite protection

Return or Destruction

Handling information when agreement ends

Remedies & Enforcement

Injunctive relief, damages, attorney fees

Governing Law & Venue

Jurisdiction and dispute resolution

General Provisions

Severability, waiver, entire agreement

DTSA Whistleblower Notice

Federal trade secret immunity disclosure

Non-Solicitation

Optional ban on poaching employees or clients

Trade Secret Carve-out

Perpetual protection beyond the agreement term

Purpose of Disclosure

Defines the permitted use of shared information

How to Create Your NDA

No legal background needed. Doxuno's template walks you through every section in a few minutes.

1
Choose the NDA type
Select unilateral if only one U.S. party is sharing confidential information, such as when engaging an American contractor or consultant. Select mutual if both parties will be exchanging sensitive information, which is typical in partnerships or acquisition discussions.
2
Enter both parties' information
Provide the legal names, business addresses, and authorized signers for the U.S. disclosing party and the receiving party. Use the full American legal entity name rather than a trade name to ensure enforceability.
3
Describe the purpose of disclosure
Specify why the confidential information is being shared. Common examples include evaluating a potential business partnership, discussing an acquisition, or onboarding a new service provider.
4
Set the term and governing state
Choose how long the U.S. agreement remains in effect, typically one to three years for general confidential information. Select the American governing state, usually where one of the parties is incorporated or where the business relationship will primarily take place.
5
Enable optional clauses and download
Turn on additional U.S. protections such as the DTSA whistleblower notice, trade secret carve-out, or non-solicitation clause based on your situation. Your completed American NDA is then generated as a professional PDF, ready for both parties to sign.

Legal Considerations for US NDAs

While this template is designed to be valid across all US states, there are several legal considerations worth understanding before you sign, particularly if parties are based in specific states.

This template is provided for informational purposes and does not constitute legal advice. For high-stakes transactions, complex employment situations, or if you are unsure about your state's specific requirements, consult a licensed attorney in your jurisdiction.

Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard business confidentiality situations.

California NDAs

U.S. NDAs protecting genuine business information are enforceable in California. However, California does not enforce non-compete clauses, and American employee NDAs face additional restrictions under California Labor Code Section 925 and related statutes. If one party is based in California, pay close attention to the governing law clause and avoid including non-compete language in the NDA.

The Defend Trade Secrets Act (DTSA)

The DTSA (18 U.S.C. § 1836) is a federal law that gives trade secret owners a private right of action in federal court. For the DTSA's attorney's fee and exemplary damages provisions to apply, the NDA must include a specific whistleblower immunity notice. This template includes that notice as an optional expert clause.

Duration and Perpetual NDAs

U.S. courts in some states have refused to enforce NDAs with no defined end date for general confidential information, finding them overly broad. Best practice is to set a fixed term (one to five years) for general American information while including a separate trade secret carve-out that extends the obligation indefinitely for actual trade secrets.

Delaware as Governing State

Delaware is a common choice for the governing law in U.S. business NDAs because Delaware courts have extensive experience with commercial contracts and generally enforce well-drafted confidentiality agreements predictably. Many American corporations are incorporated in Delaware for this reason.

Frequently Asked Questions

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