NDA template, and how to send one from your agent in two minutes
Published
Short answer
A non-disclosure agreement (NDA) says what information is confidential, how it may be used, and for how long. For agencies a mutual NDA is usually best, because both sides share sensitive information in a pitch. Copy the template below, or keep it in Pledge and ask your agent: "Send our mutual NDA to Jane Smith at Northwind."
Mutual or one-way?
- Mutual: both parties share confidential information and both must protect it. Best for pitches, partnerships and early project talks.
- One-way: only one side discloses. Common when a client shares internal plans with a supplier.
If in doubt, use mutual. It's fairer, and clients sign it faster.
Who is sharing confidential information?
Mutual
Both parties disclose information and take on duties to protect what they receive.
One-way
One party discloses information; the other takes on duties to protect it.
Mutual NDA template
Mutual non-disclosure agreement
This agreement is made on [date] between [Party A], company number [number], and [Party B], company number [number] (each "a Party").
1. Purpose. The Parties want to share information to [evaluate a possible collaboration on …] ("the Purpose").
2. Confidential information. Confidential information is any information a Party shares with the other about its business, clients, finances, technology or plans, marked as confidential or that a reasonable person would understand to be confidential.
3. Obligations. The receiving Party will use confidential information only for the Purpose, keep it confidential, and share it only with employees and advisers who need it and are bound by similar duties.
4. Exceptions. This agreement doesn't cover information that is or becomes public through no fault of the receiving Party, that the receiving Party already had, that it receives lawfully from someone else, or that it must disclose by law.
5. Return or deletion. When asked, the receiving Party returns or deletes the confidential information.
6. Term. The duties in this agreement last [two] years from the date above.
7. No other rights. Sharing information doesn't give the other Party any licence or ownership, or oblige either Party to enter into further agreements.
8. Governing law. This agreement is governed by the laws of [country].
Sending it from your agent
An NDA is the perfect first contract to send with an agent: it's short, it's the same every time, and the only things that change are the other party and the date. With your NDA saved as a template in Pledge:
Send our mutual NDA to Jane Smith at Northwind, purpose: discussing a redesign of their website.
The agent looks up or creates Northwind as a client, fills in the parties, purpose and date, shows you the NDA in the chat, and sends it for signature when you say so. Asking "has Northwind signed the NDA?" later works from the same chat.
This article is not legal advice. For NDAs covering trade secrets or large deals, have a lawyer review the template.
Questions
- How long should an NDA last?
- Two to five years is common for business discussions. Trade secrets are often protected for as long as they remain secret.
- Do NDAs need to be signed?
- Signing makes it clear both parties accepted the terms. An electronic signature is fine for an NDA in most countries.
- Should an agency sign a client's NDA?
- Usually yes, but read it first. Watch for one-sided terms, very long durations, and clauses that stop you working with other clients in the same industry.
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