Non-Disclosure Agreement (NDA)

Full Name / Company Name *

Address *

Signatory Name (if company)

Title

Full Name / Company Name *

Address *

Signatory Name (if company)

Title

NDA Type *

One party shares confidential information with the other.

Purpose of Disclosure *

Agreement Duration *

Standard NDA duration for general confidential information.

Effective Date *

Governing State *

The state whose laws govern this agreement. Delaware and New York are common choices for business NDAs.

Legal Protection: Under the Defend Trade Secrets Act (DTSA, 18 U.S.C. § 1836), if you fail to include this whistleblower immunity notice, you forfeit the right to claim punitive damages and attorney's fees against any employee or contractor who steals your trade secrets - even if you win the lawsuit.

Include DTSA Whistleblower Immunity Notice? (Required for federal trade secret protection)

Why This Matters: U.S. courts find it reasonable for standard confidential information (e.g., client lists) to expire after 2–3 years. But genuine Trade Secrets - source code, formulas, algorithms - may be protected indefinitely under the DTSA. Without this carve-out, your crown jewels lose protection when the NDA term ends.

Protect Trade Secrets Indefinitely Beyond NDA Term?

Why This Matters: Under the default U.S. "American Rule," each side pays its own attorney - even the winner. Without a fee-shifting clause, you could win the lawsuit and still pay $200,000+ in legal fees. Injunctive relief lets you stop a leak immediately, without waiting for a full trial.

Select Legal Remedies to Include

Prevailing Party Attorney's Fees

The losing party pays the winning party's reasonable attorney's fees and court costs.

Injunctive Relief

Disclosing party may seek a court order to immediately stop disclosure without proving monetary damages first.

Include Non-Solicitation Clause?

Important: Prevents the Receiving Party from soliciting or hiring the Disclosing Party's employees or contractors during the NDA term. Non-solicitation clauses may have limited enforceability in California under Cal. Bus. & Prof. Code § 16600.

Exclusive Venue (Optional - overrides Governing State for lawsuit location)

Specify the exact city/county where all disputes must be litigated. Example: governing law = Delaware, but venue = New York County. Companies prefer lawsuits in their home jurisdiction.