Free NDA Template for Startups (Global) and Clause-by-Clause Legal Breakdown

It is young and energetic when one is starting a new company. The life of your business is your ideas, your product designs and your customer lists. However when you start speaking to an investor, to a new developer, you have to disclose those secrets to a partner.

What do you do to secure the most valuable assets when you are sharing them? You use a Non-Disclosure Agreement, or NDA.

An NDA is a simple, legal contract that makes the person you are talking to promise to keep your information secret. It is not just paper; it is a strong legal shield.

As someone who has worked in business law for five years, one as a lawyer and four as a paralegal, I have reviewed countless NDAs. I know which clauses fail and which ones offer real protection. This guide gives you a free, globally useful NDA template built for startups, and a clause-by-clause explanation so you understand exactly what you are signing or sending.

Why Your Startup Needs This Legal Shield

Do not make the mistake of having “just a handshake agreement.” A verbal promise is almost impossible to prove in court. An NDA is mandatory for several common startup situations:

With the use of an NDA you are demonstrating that your firm takes its intellectual property seriously. It establishes a business-like atmosphere at the beginning.

The Global NDA Template for Startups

This template is a Mutual/Bilateral NDA, meaning both parties agree to keep each other’s information secret. This is often the fairest way to start a working relationship.

Purpose. The Disclosing Party wants to share certain private information with the Receiving Party for the sole purpose of [Clearly state the purpose]

1. Definition of Confidential Information

Confidential Information refers to all and any piece of information passed by the Disclosing Party to the Receiving Party either directly or indirectly, in writing, or orally, electronically or otherwise. This is among others and includes: 

1. Planning of business, pricing schemes, customer base, market surveys and financial reports. 
2. Technical, product, algorithm, source code, designs, formulae and manufacturing process (also called Trade Secrets). 
3. Data regarding employees, management and operations within the company. 
4. Any information in writing that the Receiving Party has made, or alleges to have made, or is likely to make, in the form of notes, analysis or copy.

2. Exclusions from Confidential Information

Confidential Information does not include information that: 

1. Is or becomes publicly known through no fault of the Receiving Party. 
2. Was already known by the Receiving Party before the date of this Agreement, as proven by existing written documents. 
3. Is rightfully obtained by the Receiving Party from a third party without breaking any confidentiality duty. 
4. Is independently created by the Receiving Party without using or referring to the Disclosing Party’s Confidential Information.

3. Non-Disclosure and Non-Use Obligation

The Receiving Party agrees to: 

1. Keep the Confidential Information in high regard and treat the same with the same care as they do on their own secret information, but in no circumstance less than reasonable care.
2. Use the Confidential Information only within the mentioned Purpose.
3. Copy, Publish, Summarize, and distribute no Confidential Information, except so far as required to serve the Purpose.
4. Sharing of Confidential Information with employees, any contractors or advisors with an actual need to know it on the Purpose, only after such individuals have also entered into confidentiality terms at least as favorable as this Agreement.

4. Term and Duration

This Agreement commences on the effective date above and ends when the Confidential Information is not a secret. The obligations of non-disclosure and non-use contained in Section 3 will continue to exist and are held during a period of three (3) years with the last date of Confidential Information disclosure.

5. Required Disclosure

In case the Receiving Party is under a legal duty to disclose any Confidential Information (under court order, law, or a government rule) Receiving Party must: 

1. Provide the Disclosing Party with prompt written notice of such requirement prior to disclosure which is, unless legally prohibited. 
2. Give the Disclosing Party reasonable help to fight the disclosure or seek a protective order, at the Disclosing Party’s cost. 
3. Disclose only the minimum amount of information required by the law or order.

6. Return of Information

At the request, in writing, of the Disclosing Party, or on the expiry of the Purpose, all copies, notes, documents and other material of the Confidential Information will be returned to the Disclosing Party immediately by the Receiving Party of that Confidential Information or the Receiving Party will certify that all such material has been destroyed.

7. Governing Law and Jurisdiction

The laws of the State of Delaware, USA, shall guide and interpret this Agreement irrespective of its conflict of laws principles. The litigants concur that administrative disputes that may develop as a result of this Agreement shall be solved in the state or federal courts found in Delaware.

8. Remedies

The Receiving Party acknowledges that any breach to this Agreement will do irreparable harm to the Disclosing Party of which damages in money should not be sufficient. Consequently, the Disclosing Party shall have the right to apply immediately (the so-called injunctive relief or specific performance) to prevent the breach, on top and besides other remedies that can be imposed by the law.

9. Entire Agreement

The whole document is the agreement between the parties concerning confidentiality of the information and supersedes all the previous agreements, promises and understandings, both in writing and orally.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date written above.

Clause-by-Clause Legal Breakdown

Understanding the simple words in an NDA can save your company from expensive legal fights later. Here is a clear look at why each section matters and how lawyers read it.

1. Definition of Confidential Information

This is the most important part. It sets the scope of your protection.

• What it covers: Notice how broad this section is. It covers everything from spoken words (“orally”) to code (“source code”) to even information about your staff (“personnel”). I always tell clients to be over-inclusive here. If it is secret, list it.
• Trade Secrets: The law protects trade secrets forever, as long as they stay secret. By listing them here, you get the extra contract protection of the NDA on top of the law. This is called “redundancy,” and it is good in contracts.

2. Exclusions from Confidential Information

You​‍​‌‍​‍‌​‍​‌‍​‍‌ cannot label information as secret if the recipient already knew it or figured it out by themselves in a fair way. 

• The Burden of Proof: In case the Receiving Party alleges that the information was already known to them (Exclusion b), they are obligated to support this claim by a written record such as an email or a memo that was in existence prior to the signing of the NDA. If they fail to provide such evidence, the information is regarded as confidential. 
• Independent Creation (Exclusion d): This protects the Receiving Party if their team builds a similar idea without ever looking at your secret files. This is fair game in business, but the independent creation must be proven to be separate from your disclosure.

3. Non-Disclosure and Non-Use Obligation

This is the promise itself. It has two main parts:

• Non-Disclosure: The promise not to share the secret with others.
• Non-Use: The promise not to use the secret for anything other than the Purpose, for example, not to use your pricing strategy to undercut you.
• Need to Know: This is key. A company cannot share your secret with their entire staff. They must only share it with the few people who absolutely need to see it to complete the Purpose (like a key engineer or a lead investor).

4. Term and Duration

How long does the secrecy last?

• The Three-Year Standard: While your core trade secrets (like a special formula) are protected forever by law, an NDA usually sets a fixed time period, often one to five years, for other confidential business information (like a one-time sales report). Three years is a common, safe period for startup-related discussions.
• The “Survive” Rule: The expression “will survive and remain in effect” implies that the obligation of secrecy is still there for the specified period even after the conversation ends or the contract is no longer valid. 

5. Required Disclosure

Sometimes, a government agency or a judge can force the Receiving Party to reveal your secret information.

• Your Right to Fight: This clause is critical because it requires the Receiving Party to give you a warning. This gives you, the Disclosing Party, a chance to hire a lawyer and ask the court for a protective order, a special court ruling that says the information can only be seen by the judge or certain lawyers, not the public. This greatly reduces the damage of a required disclosure.

6. Return of Information

This clause lets you take back or destroy all your documents, notes, and digital copies when the business talk is over.

• The Audit Trail: The requirement to “certify that all such materials have been destroyed” is important. It creates a formal record that the Receiving Party must comply with. You do not want your secrets sitting on an old hard drive somewhere.

7. Governing Law and Jurisdiction (The Global Clause)

It is necessary to decide on one place for resolving disagreements when you work with people from different countries. 

• Governing Law: These are the laws that will be referred to for understanding the contract. Delaware is commonly selected by startups as its corporate regulations are well-built and business-friendly. 
• Jurisdiction: It is the locality where the court case will be held. Choosing Delaware courts means that you do not have to bear the cost and trouble of suing someone in a far-away country whose laws and court system you are not familiar with. Thus, it is a considerable saving of costs for a small startup. 

8. Remedies

What if the contract is not honored? 

• Irreparable Harm: The key point here is the term “irreparable ​‍​‌‍​‍‌​‍​‌‍​‍‌harm”. 
• Injunctive Relief: Because money is not enough, this clause gives you the right to ask a judge for an immediate order (an injunction) to stop the breach, for instance, ordering the person to immediately stop selling a product they built using your secret. This is usually much faster and more effective than waiting years for a money judgment.

Customization Tips: Making the NDA Yours

While the template is solid, here are a few ways you should change it for your specific situation:

1. Unilateral vs. Mutual: The template above is Mutual (Bilateral). If you are only sharing information and the other party is sharing nothing, switch the language to a Unilateral (One-Way) NDA. Just make the other party the only “Receiving Party” and your company the only “Disclosing Party” throughout.
2. Define the Purpose Clearly: Never use vague language like “general business talks.” Be specific: “To evaluate the feasibility of Company X acquiring Company Y” or “To allow Contractor Z to write Python code for our API.” A clear purpose limits how the other party can use your information.
3. Specific Information (Schedule A): If you are only sharing one big secret, like a new design specification you can add an attachment called “Schedule A” and list only that file or document as the confidential information. This makes the NDA very focused and easy to enforce.
4. Duration Check: The NDA typically lasts for three years. You can choose a shorter time, like one year, if you are disclosing a highly transient secret, like a six-month marketing plan.

Final Thoughts from a Legal Perspective

Instead of being a reactive instrument, an NDA is a preventive one. By neglecting this one easy step, I have witnessed founders squander years of hard effort. In these situations, it may be tempting to view an NDA as a barrier, but in reality, it serves as the cornerstone around which your safe relationship with a partner, investor, or employee will be built.

Keep in mind that this template is only a beginning point and can be used for the great majority of discussions in the early stages. You should always take this to a lawyer and get it completely tailored if you have events like mergers, significant licensing agreements, or the sale of a core asset. It’s a small legal fee now compared to a possibly massive lawsuit later.