Non-disclosure agreement (NDA) template: what it contains and how to manage it
A non-disclosure agreement (NDA) is the contract by which one party undertakes not to disclose or use the information the other shares with it. Signed in a hurry before a meeting, it is rarely re-read and little tracked. A good template settles the question upstream: who protects what, for how long, with which exceptions.
When to use it
- Before opening discussions with a prospect, a partner, an investor or a supplier.
- Before due diligence, a tender response or a joint project.
- With an employee or a freelancer who accesses sensitive information, alongside the main contract.
What the template covers
- Direction of confidentiality
- One-way, when only one party discloses information, or mutual, when both exchange. The template usually provides both options through a variable.
- Definition of confidential information
- What is covered: marked documents, oral information, technical, commercial and financial data. Too narrow a definition does not protect, too wide cannot be proven.
- Exceptions
- Information already public, already known to the recipient, independently developed, or whose disclosure is required by law or a court.
- Permitted use and recipients
- The purpose for which the information may be used, and to whom it may be passed internally: employees, advisers, subcontractors, bound by the same obligations.
- Term
- The term of the agreement and the often longer term of the confidentiality obligation after discussions end. Return or destruction of the information at the end.
- Remedies and governing law
- What happens on breach, the competent court and the applicable law, especially with a foreign counterparty.
Common mistakes
- Signing the counterparty’s NDA without comparing it with your own template: terms and exceptions vary a lot.
- Forgetting that an NDA transfers no rights and creates no obligation to contract: it protects, it does not commit to what follows.
- Not tracking dates: a three-year NDA signed in 2024 still produces effects when nobody remembers it.
- Multiplying versions: every salesperson with their own Word file, and nobody to say which is the right one.
In Docform
In Docform, the NDA is a legal-approved template with its variables (parties, direction, term, purpose) and clause variants. A salesperson generates it from a questionnaire, the counterparty signs electronically, and the agreement joins the repository with its dates. An NDA received from the counterparty goes through the review AI, which compares it with your playbook.
Frequently asked questions
- Can an NDA be signed electronically?
- Yes. A non-disclosure agreement is commonly signed with a simple or advanced electronic signature, with an evidence file. Docform includes that signature, compliant with the eIDAS framework.
- How long does an NDA last?
- It is a term of the contract. Common practice distinguishes the period of covered exchanges and the term of the confidentiality obligation, often two to five years after exchanges end, sometimes unlimited for trade secrets.
- Is the template downloadable?
- No. The template lives in Docform, with its variables and clause variants; we present it configured on your own cases during a demo, requested from the gallery.
This guide describes what a document of this type usually contains. It is not legal advice: the content of your contracts is a matter for your legal department or counsel.
See this template configured on your cases
In 30 minutes, we set up the template with your variables and your clauses.