Confidentiality agreement template

A confidentiality agreement and a non-disclosure agreement are the same instrument under two names. This one-way version is the classic form: one side shares, the other keeps it quiet.

Fill it in instead of editing brackets. The generator puts your names, dates and purpose into this exact text.

Use the one-way NDA generator

Non-Disclosure Agreement (One-Way)

This Non-Disclosure Agreement (One-Way) (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between [Discloser name], [entity type and state, e.g. a Delaware corporation] ("Discloser") and [Recipient name], [entity type and state, e.g. a Delaware corporation] ("Recipient"). Each is a "Party" and together they are the "Parties."

1. Purpose

The Discloser will share certain information with the Recipient in connection with evaluating a possible business relationship with the Discloser (the "Purpose").

2. Confidential Information

"Confidential Information" means any non-public information disclosed by the Discloser to the Recipient, in any form (written, oral, electronic, or by inspection), that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes business plans, products, prototypes, pricing, customers, suppliers, finances, technology, software, designs, and know-how.

3. Exclusions

Confidential Information does not include information that the Recipient can show: (a) is or becomes publicly available through no breach of this Agreement; (b) was lawfully known to the Recipient before disclosure, without a duty of confidentiality; (c) is lawfully received from a third party who is not under a duty of confidentiality; or (d) is independently developed by the Recipient without use of or reference to the Confidential Information.

4. Obligations

The Recipient will: (a) use the Confidential Information only for the Purpose; (b) not disclose it to anyone except its employees, officers, advisors, and professional representatives who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as this Agreement; and (c) protect it using at least the same degree of care it uses for its own confidential information, and no less than reasonable care. The Recipient is responsible for any breach by persons to whom it discloses Confidential Information.

The Recipient will promptly notify the Discloser after becoming aware of any unauthorized use or disclosure.

5. Legally Required Disclosure

If the Recipient is required by law, regulation, or court order to disclose Confidential Information, it may do so, provided that (where legally permitted) it gives the Discloser prompt notice and reasonable help to seek a protective order, and discloses only the portion legally required.

6. Protected Rights

Nothing in this Agreement prohibits or restricts any Party or individual from: (a) reporting a possible violation of law to, filing a charge or complaint with, or communicating with, providing information to, or participating in an investigation by any government agency or official (including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, and the Occupational Safety and Health Administration) without notice to the other Party; (b) testifying truthfully in any legal proceeding; (c) disclosing information as required by law; or (d) discussing or disclosing information about sexual assault, sexual harassment, discrimination, or other conduct that the individual reasonably believes to be unlawful, to the extent such rights cannot be waived under applicable law, including the federal Speak Out Act (42 U.S.C. § 19401 et seq.).

Notice of immunity under the Defend Trade Secrets Act (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 (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) 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 individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

7. Term

This Agreement covers disclosures made during the three (3) years following the Effective Date, unless either Party ends it earlier by written notice. The Recipient's obligations for information disclosed during that period continue for three (3) years after the Agreement ends. For any Confidential Information that is a trade secret under applicable law, these obligations continue for as long as it remains a trade secret.

8. Return or Destruction

On the Discloser's written request, the Recipient will promptly return or destroy all Confidential Information in its possession and, if requested, confirm this in writing. The Recipient may keep copies stored in routine electronic backups or required by law, which remain subject to this Agreement.

9. No License; No Warranty

All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants any license or right under any patent, copyright, trademark, or trade secret, except the limited right to use Confidential Information for the Purpose. Confidential Information is provided "as is," without warranty of any kind.

10. No Obligation

Neither Party is obligated to enter into any further agreement or transaction. Each Party may end discussions at any time.

11. Remedies

Unauthorized use or disclosure of Confidential Information may cause the Discloser irreparable harm for which money damages would be inadequate. The Discloser may seek injunctive or other equitable relief, in addition to any other remedy available at law, without having to prove actual damages to the extent permitted by law.

12. General

Governing law. This Agreement is governed by the laws of [State or country], without regard to its conflict-of-laws rules.

Entire agreement. This Agreement is the Parties' entire agreement about its subject matter and replaces any prior understanding on that subject. It may be changed only in a writing signed by both Parties.

Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of the Agreement will remain in effect.

Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its relevant business.

Counterparts and signatures. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

DISCLOSER
[Discloser name]
Name: [Signatory name]
Title: [Title]
Date: ____________
RECIPIENT
[Recipient name]
Name: [Signatory name]
Title: [Title]
Date: ____________

When the name matters (and when it doesn’t)

Courts read what a contract says, not what it’s called. The label mostly signals context: “confidentiality agreement” is common in HR and employment, “CDA” in research and life sciences, “NDA” in startups and deal-making.

What does matter is whether the agreement is one-way or mutual. If both sides will hand over anything sensitive, switch to the mutual version with the buttons above, or read mutual vs unilateral NDAs.

Checklist before you send it

  • Correct legal names of both parties (the company, not a brand name).
  • A purpose narrow enough to describe this deal.
  • A term that fits how fast the information goes stale.
  • A governing law both sides can live with.
  • For employees or contractors: the DTSA notice (included) and any state wording, such as California Government Code § 12964.5 (the generator adds it).

A template, not legal advice. NDAForge generates standard-form documents from your answers. It is not a law firm and doesn’t review your situation. Laws differ by state and country; for high-value deals, employment matters or anything unusual, have a licensed attorney review the agreement before anyone signs.

Frequently asked questions

What is the difference between a confidentiality agreement and an NDA?

Legally, usually none. Both are contracts in which one or both parties promise to keep certain information secret and use it only for a set purpose. Some industries prefer one name: universities and pharma often say “confidential disclosure agreement” (CDA), HR teams often say “confidentiality agreement.”

Can I retitle this template as a confidentiality agreement?

Yes. Download the Word file and change the title; the obligations don’t depend on the heading.

Do employees need a separate confidentiality agreement?

Many employers put confidentiality terms in the offer letter or a standalone agreement. Either way, a US employer should include the Defend Trade Secrets Act immunity notice (18 U.S.C. § 1833(b)(3)) to keep the right to exemplary damages and attorney fees in a trade secret case against that employee.