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Get Your Non-Disclosure Agreement (NDA) Drafted

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What is a Non-Disclosure Agreement (NDA) or Confidentiality Agreement?

Types of Non-Disclosure Agreements

One-Way Or Unilateral Agreement

In this case, only one party has sensitive information that must be shared with another. The party in possession is known as the “disclosing party,” while the other is known as the “receiving party.”

Two-Way Or Bilateral Agreement

This type of agreement involves two parties with sensitive information to communicate.

A Multilateral Agreement

It involves three or more participants. One of them provides sensitive or confidential information, while the others swear to keep such information private.

Benefits of a Non-Disclosure Agreement

Protects Business Secrets

One of the most common ways to preserve trade secrets and other confidential information is with an NDA. Consultants and agencies are frequently asked to sign one to protect trade secrets.

Improves Client Relationships

Companies that work on third-party projects require their staff to sign nondisclosure agreements to limit the use and disclosure of confidential information and to guarantee customers that their data is secure.

Key Elements of Non-Disclosure Agreement

A legal non-disclosure agreement should include the following essential clauses:

The Parties

This section will state whether the non-disclosure agreement is unilateral, bilateral, or multilateral. This section should provide information about the party(ies) involved (names, addresses, etc.).

Term of the Agreement

The non-disclosure agreement template must include the date of the agreement’s execution and the term of its existence. It should also state whether or not the regulations and requirements for information disclosure will continue to apply after the non-disclosure agreement expires.

Confidential Information

The vesting timeline for each co-founder’s equity ownership in the company is outlined in this section. Vesting is a strategy that assures co-founders receive their shares over time, often over four years, with a one-year cliff.

Confidentiality Disclosure

This portion of the non-disclosure agreement states the purposes for which the confidential data/information will be utilised. It will also clarify who such information may be shared with.

Dispute Resolution

The non-disclosure agreement shall specify the corrective steps the parties will take to settle disagreements. It will feature alternative conflict resolution methods, such as arbitration, that they may use.

Requirements for a Non-Disclosure Agreement

Parties Identification

The NDA should explicitly identify the parties engaged in the agreement.

Private Information Definition

The NDA should define the types of private information covered by the agreement.

The Agreement's Scope

The Non-Disclosure Agreement should specify the contract's conditions, including the length of the confidentiality requirement.

Exceptions to secrecy

Any exceptions to the secrecy duty, such as information previously known to the public, should be indicated in the NDA.

Recipient Obligations

The NDA should specify the recipient's obligations, such as maintaining confidentiality and restrictions on using confidential information.

Breach Remedies

The Non-disclosure Agreement should identify the remedies available in case of a breach, such as injunctive relief or monetary damages.

Governing Law and Jurisdiction

In a disagreement, the NDA shall state the governing law and jurisdiction that will apply.

Information Protected With Non-Disclosure Agreement

The information covered by an NDA varies based on the circumstances of the agreement, but often includes:

Trade Secrets

Manufacturing methods, formulas, or customer lists are examples of information useful to a business or organisation and kept confidential to preserve a competitive advantage.

Business and Financial Information

Financial information, sales numbers, marketing plans, and other business-related information that is not publicly available.

Intellectual Property

Knowledge concerning patents, trademarks, copyrights, or other sorts of intellectual property should be kept private.

Personal Information

Individuals’ confidential information, such as personal identity information, health information, or other sensitive personal data.

Proprietary Software or Technology

Source code, algorithms, and designs connected to proprietary software, technology, or innovations.

Customer or Supplier Information

Customer or supplier information, such as contact information, pricing information, or sales.

Here's What You Need To Do

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Frequently Asked Questions

Your Queries, Our Answers

These private documents are used by businesses and startups to ensure that their ideas, plans, and other forecasts are not stolen by the people with whom they are negotiating or working.

Confidential information is information the disclosing party does not want to be shared with anybody other than the parties to the Non-Disclosure Agreement. To avoid any mistake or misuse of the data/information, all data/information regarded as 'Confidential' shall be included in the 'Confidentiality Clause' of the non-disclosure agreement.

NDAs can be signed by any individual, society, corporate body, or anybody legally referred to as a person or separate legal entity wishing to reveal and/or receive sensitive information from the other party to the agreement.

Non-disclosure agreements are created when one party exposes any critical information/data in the physical or electronic form to the other party to avoid any leakage of such valuable information/data and to transmit the same securely. As a result, non-disclosure agreements are crucial when sharing confidential information with the other party in a secure manner to avoid any illegal action.

Breaching an NDA agreement is a breach of contract that can lead to legal action. Before taking any action to violate an NDA agreement, it is best to contact a lawyer.

Compensation for damages suffered by the non-breaching party, injunctive action to prevent subsequent breaches, and termination of the agreement are all possible remedies for breaching an NDA.

An NDA's validity is usually established in the agreement and might vary based on the terms agreed upon by the parties. Depending on the nature of the secret information and the agreement's purpose, NDAs can last anywhere from a few months to several years.

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