Create a Non Disclosure Agreement

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

For any business, having a Non-Disclosure Agreement (NDA) in place prior to engaging in any sort of relationship is essential. This confidential agreement can help ensure that sensitive data is kept safe and secure, protecting a business’s interests and fostering a sense of trust between the parties involved. The Genie AI team, who offer free NDA templates from their open source legal template library, understands the importance of having an NDA in place before any sort of deal or arrangement is made.

An NDA works to protect confidential information - such as trade secrets, proprietary information, customer lists and other details - from being revealed to other parties. As well as this, having an NDA can help prevent the interests of one party from being breached by another; meaning that both parties are held accountable for their actions. Finally, NDAs aid in maintaining trust between all participants involved; knowing that their information will remain private instills confidence in all those involved throughout the duration of the business relationship.

By using Genie AI’s community template library to access high quality legal documents without paying a lawyer and following this guide on creating an effective non disclosure agreement - which does not require you to have a Genie AI account - businesses can be sure that their confidential data will stay safe and secure throughout all transactions they enter into with other companies or individuals. So if you’re looking to engage with others while protecting your business interests along the way, be sure read on below for our step-by-step guidance and for more information on how to access our template library today!

Definitions (feel free to skip)

Applicable laws and regulations: Laws and rules that must be followed or taken into account in a particular situation.
Trade secrets: Information that is not generally known to the public and provides a business with an advantage over its competitors.
Inventions: Ideas or products created as a result of research and development.
Obligations: Responsibilities or duties that one party has to another.
Liabilities: A legal responsibility to pay money or provide services to another party.
Remedies: Actions taken to resolve a problem or dispute.
Penalties: Consequences imposed on a party for not following the terms of an agreement.

Contents

• Defining and Understanding the Purpose of a Non Disclosure Agreement
• Researching the applicable laws and regulations
• Identifying the scope of information to be protected
• Identifying the Parties Involved in the Agreement
• Gathering contact information and business details
• Defining their roles and responsibilities
• Outlining the Confidential Information to be Protected
• Defining the types of information to be protected
• Defining the manner of protection
• Specifying the Obligations of the Parties
• Establishing the rights and responsibilities of each party
• Defining the scope of the agreement
• Establishing Limitations on Use and Disclosure of Confidential Information
• Establishing restrictions on sharing and using the information
• Establishing the rules for using the information
• Determining the Duration of the Agreement
• Establishing the start and end dates of the agreement
• Specifying any renewal provisions
• Including Remedies and Penalties for Breaches
• Outlining any potential consequences in the event of a breach
• Identifying any applicable legal remedies
• Drafting the Agreement
• Writing the agreement in accordance with all applicable laws and regulations
• Ensuring that all parties are in agreement with the terms of the agreement
• Signing and Executing the Agreement
• Reviewing the agreement and signing by all parties
• Witnessing the signatures and obtaining notarization (if applicable)
• Retaining Copies of the Agreement
• Storing a copy of the agreement in a secure location
• Making additional copies available as needed

Get started

Defining and Understanding the Purpose of a Non Disclosure Agreement

• Understand the purpose of a Non Disclosure Agreement (NDA), which is a legal contract that outlines confidential information that cannot be shared by parties involved in the agreement
• Learn about the types of NDAs, including mutual NDAs, one-way NDAs, and employee NDAs
• Research the specific purpose of the NDA and the obligations of each party involved
• When you have a clear understanding of the purpose of the NDA and the responsibilities of each party involved, you can move on to the next step.

Researching the applicable laws and regulations

• Search relevant state laws and regulations
• Review federal regulations that may apply
• Determine what information must be disclosed
• Familiarize yourself with the latest amendments to the laws and regulations
• Consult a lawyer or an attorney, if necessary

When you can check this off your list and move on to the next step:

• When you are sure you are familiar with the relevant laws and regulations and know what information must be disclosed.

Identifying the scope of information to be protected

• Review related contracts, laws, and regulations to determine the scope of information that needs to be protected.
• Identify the type of information that needs to be protected, such as trade secrets, confidential information, and intellectual property.
• Understand the scope of protection you need to ensure that the confidential information is kept safe.
• Make sure to include information that would be considered confidential by any applicable laws.
• Once you have identified the scope of information to be protected, you can move on to the next step.

Identifying the Parties Involved in the Agreement

• Determine who is involved in the NDA. This may include two or more parties, depending on the situation.
• Identify the full legal names and addresses of each of the parties involved.
• Include the titles of each of the parties involved, if applicable.
• Draft the language that will define the roles and responsibilities of each of the parties involved.
• When all the parties involved have been identified and their roles and responsibilities have been established, the step can be checked off the list and the next step completed.

Gathering contact information and business details

• Gather the full names, addresses, and contact information of all parties involved in the agreement
• Obtain the legal name, address, and contact information of each business involved in the agreement
• Ask the parties involved to provide this information to you
• Verify the accuracy of the information provided
• When the information is complete and accurate, you can move on to the next step.

Defining their roles and responsibilities

• Identify each party to the agreement, including names and titles
• Outline each side’s respective roles and responsibilities
• Ensure that each side is clear on their own obligations under the agreement
• Clarify that any confidential information disclosed will not be used for other purposes
• Confirm that each party has the authority to bind their company to the agreement

When you can check this off your list and move on to the next step:

• After ensuring that both parties are clear on their respective roles and responsibilities, the next step is to outline the confidential information to be protected.

Outlining the Confidential Information to be Protected

• Decide what specific information needs to be protected
• List out the confidential information that needs to be protected
• Specify what information should not be shared outside of the agreement
• Note when and how the confidential information may be used by the parties
• Include any other information that needs to be specified
• Once all the confidential information has been outlined, you can move on to the next step of defining the types of information to be protected.

Defining the types of information to be protected

• Decide on the type of information to be protected - this could include trade secrets, confidential business information, proprietary algorithms, customer information, financial information, or any other sensitive information.
• List out the different types of information to be protected in the agreement.
• Make sure you include enough detail to ensure that all the relevant information is being covered.
• Ensure that the list is comprehensive and includes all the types of information that need to be protected.
• Once you have listed out the types of information to be protected, you can check this off your list and move on to the next step.

Defining the manner of protection

• Consider the form of protection that would be most appropriate for the agreement, such as a non-disclosure agreement (NDA), mutual non-disclosure agreement (MNDA), or a confidentiality agreement
• Research any relevant laws, regulations, and other applicable legal requirements that would inform the manner of protection
• Determine what type of confidential information should be subject to the agreement and how that information should be identified
• Consider the scope of the agreement and the timeframe that the parties should be bound to the agreement
• When this step is complete, you should have a clear understanding of the type of agreement and the manner of protection that should be included in the NDA.

Specifying the Obligations of the Parties

• List out all the specific obligations that each party must adhere to in order for the NDA to be valid
• These obligations should describe what is expected of the parties in terms of the information that is being shared and how it should be handled
• Ensure that all obligations are reasonable and that the parties are aware of their responsibilities
• Clarity is key when drafting the obligations section
• When all obligations have been listed, ensure that they are reasonable, reasonable, and lawful

You’ll know you can check this off your list and move on to the next step when you have clearly and concisely listed out all the obligations each party must adhere to.

Establishing the rights and responsibilities of each party

• List out the rights of each party and make sure they are in line with the terms of the agreement
• Make sure the rights and responsibilities of each party are clearly defined and not open to interpretation
• Identify areas of potential conflict, and address them in the agreement
• Make sure the rights and responsibilities of each party are consistent with the obligations of each party outlined in the agreement
• Review the agreement to ensure that all rights and responsibilities of each party are accounted for
• Once all rights and responsibilities of each party have been listed and accounted for, you can move on to the next step of defining the scope of the agreement.

Defining the scope of the agreement

• Identify the confidential information that needs to be protected
• Specify who the agreement applies to and who will have access to the confidential information
• Define the purpose of the disclosure and use of the confidential information
• Determine where and how confidential information will be shared
• Set a timeline for how long the confidential information must remain confidential
• Establish when the agreement is no longer in effect

When you have identified the scope of the agreement and all parties have agreed to the terms, you can move on to the next step.

Establishing Limitations on Use and Disclosure of Confidential Information

• Identify the confidential information that is not to be disclosed and the limitations on use of the confidential information
• Set out the circumstances in which the confidential information can be disclosed
• Specify the circumstances in which the confidential information can be used
• Identify the parties who are permitted to have access to the confidential information
• Establish a time frame for the duration of the agreement and the limitations on use and disclosure of the confidential information
• Include a clause that the confidential information can only be used for the specific purpose that is outlined in the agreement
• Include a clause that all confidential information must be returned or destroyed once the agreement has been terminated
• Include a clause that all confidential information must be kept secure

You can check off this step when you have identified the confidential information, set out the circumstances in which it can be disclosed and used, identified the parties who are permitted to have access to it, established a time frame for the duration of the agreement and the limitations on use and disclosure of the confidential information, and included the relevant clauses in the agreement.

Establishing restrictions on sharing and using the information

• Draft a list of items that should not be shared with anyone outside of the agreement
• Make sure to include any specific conditions on the use of the confidential information in the agreement
• Include any limitations on how the information can be used, such as only for a specific purpose
• Ensure the agreement clearly states that the confidential information is not to be disclosed to anyone outside of the agreement
• Once all the restrictions and limitations on the sharing and use of the confidential information have been drafted, move on to the next step.

Establishing the rules for using the information

• Review applicable laws to determine any restrictions on how the information can be used
• Determine any additional restrictions on how the information can be used and documented
• Establish a list of rules for the use of the information, including any restrictions
• Ensure that both parties agree to the rules and understand their implications
• Document the list of rules and restrictions in the agreement
• When all the rules and restrictions are in place, the step can be marked as complete.

Determining the Duration of the Agreement

• Decide on the length of the agreement. Consider the purpose of the NDA and the level of confidential information being shared.
• Choose between a fixed-term or a perpetual agreement. A fixed-term agreement is usually better if the confidential information is only needed for a specific period of time.
• Set the start and end dates for the agreement. If you choose a fixed-term agreement, make sure to include these dates in the document.
• Determine the conditions under which the agreement can be terminated before the end date, if necessary.
• Once you’ve decided on the duration of the agreement, you can check this off your list and move on to the next step.

Establishing the start and end dates of the agreement

• Decide on the start and end dates of the agreement.
• Include the exact dates in the agreement.
• Ensure that the dates you include in the agreement are appropriate and adhere to relevant laws and regulations.
• Make sure the agreement contains a clause that stipulates when the agreement will come into effect.
• Once the start and end dates are established, you can move on to the next step.

Specifying any renewal provisions

• Determine whether either party may renew the agreement after the expiration date.
• Consider how to handle any changes to the agreement upon renewal.
• Draft a clause to address renewal, outlining the process for renewal and any changes that will occur.
• Review the clause with an attorney to ensure legal compliance.

Once you have drafted the renewal clause and reviewed it with an attorney, you can check this off your list and move on to the next step.

Including Remedies and Penalties for Breaches

• Decide on the type of remedy or penalty that will be used in the event of a breach
• Choose one or more remedies or penalties that fit the situation and include them in the agreement
• Consider the use of liquidated damages, which are a predetermined amount of money that must be paid in the event of a breach
• Include a clause that allows the party to pursue other remedies not mentioned in the agreement
• Specify any applicable penalties that will be used in the event of a breach
• Include a clause that allows the parties to pursue other penalties not mentioned in the agreement
• Make sure to state that any remedies or penalties will be in addition to any other remedies or penalties provided by law

How you’ll know when you can check this off your list and move on to the next step:

• When you have included all the necessary remedies and penalties for breaches in the agreement, and you have included a clause for other remedies and penalties that may be applicable, you can move on to the next step.

Outlining any potential consequences in the event of a breach

• Make sure to include specific language that outlines the consequences of a breach of the Non Disclosure Agreement.
• Consider including consequences like legal action, compensation, or liquidated damages.
• State clearly that if any party breaches the agreement, they will be liable for any damages or losses that arise from the breach.
• When you have finished outlining all potential consequences, you can check this off your list and move on to the next step.

Identifying any applicable legal remedies

• Research any applicable laws, regulations, and industry standards related to non-disclosure agreements.
• Identify any legal remedies that can be enforced in the event of a breach of the agreement, such as specific damages, an injunction, or criminal sanctions.
• Consider any remedies available in the jurisdiction where the agreement will be enforced.
• Check when these remedies are available, and what the burden of proof is for each remedy.
• Once you have identified the potential legal remedies, you can move on to the next step of drafting the agreement.

Drafting the Agreement

• Brainstorm what information to include in the NDA
• Research and ensure that all of the information is legally binding
• Outline the agreement in a draft format
• Include all of the necessary components to the NDA
• Get the agreement reviewed by an attorney
• Make changes to the agreement as necessary
• Once all of the components of the agreement have been reviewed and agreed upon, you can move on to the next step of Writing the agreement in accordance with all applicable laws and regulations.

Writing the agreement in accordance with all applicable laws and regulations

• Research the applicable laws and regulations in your jurisdiction to ensure the agreement is compliant
• Consult with a lawyer or other legal professional to make sure the agreement is compliant with all applicable laws
• Use plain language to clearly explain all the terms of the agreement
• Include any other necessary clauses to ensure the agreement is legally binding
• Check the agreement for any typos or errors
• When you have checked that the agreement is compliant with all applicable laws and regulations, you can proceed to the next step.

Ensuring that all parties are in agreement with the terms of the agreement

• Discuss the terms of the agreement with the other party to make sure everyone is in agreement
• Ask questions to ensure that all parties understand the agreement
• Obtain a signed copy of the agreement from each party
• Once all parties have signed the agreement, you have completed this step and can move on to the next step of signing and executing the agreement.

Signing and Executing the Agreement

• Gather all parties to the agreement in one place
• Have each party read and review the agreement
• Each party must sign the agreement in the presence of a witness
• Once all parties have signed the agreement, make sure to have a copy of the agreement for each party
• You will know you have completed this step when each party has signed the agreement and you have a copy for each party

Reviewing the agreement and signing by all parties

• Carefully review the NDA to ensure that all included terms and conditions are accurate and acceptable to all parties
• Once all parties have reviewed the NDA and agreed to the terms, each party will need to sign the agreement
• Ensure that each party has a signed copy of the NDA.
• You can check off this step and move on to the next step when each party has reviewed and signed the NDA.

Witnessing the signatures and obtaining notarization (if applicable)

• Have all parties present to sign the NDA agreement in front of a witness
• Make sure the witness is a person who is not a party to the contract
• Have the witness sign the agreement as well
• Obtain a notarization for the agreement, if applicable
• Once the agreement has been signed by all parties and notarized (if applicable), you have completed this step and can now proceed to the next step.

Retaining Copies of the Agreement

• Make a paper copy of the signed agreement and retain it in a secure location
• Make a digital copy of the signed agreement and retain it in a secure location
• Make sure both copies are stored in a safe and secure location
• When both paper and digital copies have been stored, you can move on to the next step.

Storing a copy of the agreement in a secure location

• Create a secure electronic storage system, such as a password-protected cloud storage service.
• Upload a copy of the NDA to the secure storage system.
• Ensure that only those with access to the storage system can view the NDA.
• Make sure the NDA is backed up regularly.
• When you are sure the NDA is stored securely, you can check this step off your list.

Making additional copies available as needed

• Distribute copies of the Non Disclosure Agreement (NDA) to each of the parties involved in the agreement
• Ensure that each party has a copy and understands the contents of the agreement
• Make sure that each party has signed and dated the agreement
• Make additional copies of the NDA available as needed to other parties involved in the agreement
• Store the additional copies in a secure location

Once you have distributed copies of the NDA to all parties involved in the agreement and made sure that each party has signed and dated the agreement, you can check this off your list and move on to the next step.

FAQ:

Example dispute

Suing Companies for Breach of Non-Disclosure Agreements

• Non-disclosure agreements are legally binding documents which outline information that is to be kept confidential by the parties involved.
• If a company breaches a non-disclosure agreement, a plaintiff may bring a lawsuit against the company.
• The plaintiff must prove that the company had a duty to keep the information confidential, and that they breached this duty by disclosing the information.
• In order to win the lawsuit, the plaintiff must be able to show damages resulting from the breach.
• These damages may include loss of reputation, lost business opportunities, or financial compensation.
• If the plaintiff is able to show that they have suffered damages due to the breach of the non-disclosure agreement, they may be able to reach a settlement with the company or receive a court order for damages.

Templates available (free to use)

Business Sale Confidentiality Agreement To Auction Bidders Nda
Company Acquisition Confidentiality And Non Disclosure Agreement Nda
Confidentiality Letter Agreement For Leasing Property Nda
Confidentiality Letter Agreement For Selling Or Leasing Property Nda
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Consultant Contractor Nda Construction
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One Way Nda Pro Recipient
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One Way Nda Uk
One Way Nda With Data Protection Clauses Pro Discloser
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Simple Confidentiality Agreement For Buying Shares Nda
Software Pilot Evaluation Licence And Nda

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