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AGREEMENTTemplate preview · Example
01
Confidential information
Business, technical and financial information either party shares about the purpose.
02
Exclusions
Information that’s public, already known, independently developed or required by law to be disclosed.
03
Obligations
Use only for the purpose, protect it with reasonable care, share only with people who need to know.
04
Term
Obligations last for [3] years after the last disclosure; information is returned or destroyed on request.
What is an NDA?
A non-disclosure agreement (NDA) is a contract in which one or both parties agree to keep information confidential and use it only for an agreed purpose. A mutual NDA protects both sides, which suits early client conversations where you each share plans, data or methods. A one-way NDA protects only the party disclosing.
Clause
What it does
Purpose
Limits use of the information to a stated reason, such as evaluating a project.
Definition
Says what counts as confidential information.
Exclusions
Carves out information that’s public, already known, independently developed or must be disclosed by law.
Obligations
Use only for the purpose; protect it; share on a need-to-know basis.
Term
How long the obligations last.
Return or destruction
What happens to the information when the relationship ends.
The template
Parties
Party A: [Legal name, address, email]
Party B: [Legal name, address, email]
Effective date: [Date]
1. Purpose
The parties wish to share information to [evaluate / carry out a potential project concerning …] (“the Purpose”).
2. Confidential information
“Confidential Information” means any information disclosed by one party to the other in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential.
3. Exclusions
Information that is or becomes public other than through a breach of this agreement
Information the recipient already lawfully knew
Information the recipient develops independently
Information the recipient receives lawfully from a third party without a duty of confidentiality
Disclosure required by law or a regulator, after notifying the other party where allowed
4. Obligations
Use Confidential Information only for the Purpose.
Protect it with at least reasonable care.
Share it only with employees and advisers who need to know it and are bound by similar duties.
5. Term
These obligations last for [3] years from the date of the last disclosure [or, for trade secrets, for as long as the information remains a trade secret].
6. Return or destruction
On request, the recipient will return or destroy Confidential Information, except copies it must keep by law or in routine backups, which remain confidential.
7. No licence or obligation
Nothing in this agreement grants any licence to intellectual property or obliges either party to enter into any further agreement.
8. Remedies
Each party acknowledges that a breach may cause harm for which damages alone may not be adequate, and that the other party may seek other remedies available under the governing law.
General
Entire agreement: this agreement (and any statements of work under it) is the whole agreement between the parties on its subject.
Changes: changes to this agreement must be in writing and signed by both parties.
Notices: notices are sent to the email addresses above, or as updated in writing.
Governing law: this agreement is governed by the laws of [jurisdiction], and the courts of [jurisdiction] have jurisdiction.
Signatures
[Party A]
[Party B]
Name
Title
Signature
Date
How to fill it in
Decide whether you need a mutual or one-way NDA; this template is mutual.
Fill in both parties’ legal names and the effective date.
Describe the purpose narrowly, such as evaluating a specific project.
Set how long the obligations last.
Check the exclusions and governing law, and have a lawyer review it.
Sign it before sharing anything confidential.
Use it in Word, Google Docs or PDF
Microsoft Word
Download the Word (.docx) file and open it. If Word opens it in Protected View, select Enable Editing.
Use Find (Ctrl+F or Cmd+F) and search for “[” to jump between the placeholders you need to replace.
Save a clean copy as a Word template (File → Save As → Word Template) so every new document starts from it.
Google Docs
Upload the .docx file to Google Drive.
Right-click it and choose Open with → Google Docs, then File → Save as Google Docs to keep an editable copy.
Use File → Make a copy for each new client so your master stays clean.
PDF
Use Print or save as PDF in the template section above to print just the template, or fill it in Word or Google Docs first and export it (File → Save As → PDF in Word, File → Download → PDF document in Google Docs).
Example: an NDA before an operations review
How the key clauses read once filled in. Both companies are fictional.
Parties
Party A: Meridian Advisory
Party B: Calder Manufacturing
Effective date: 4 February
Purpose
Evaluating and, if agreed, carrying out a review of Calder’s order fulfilment operations.
Confidential information
Calder’s order, inventory and staffing data
Meridian’s diagnostic methods and benchmark data
Pricing and commercial terms discussed by either party
Term
Obligations last for three years from the last disclosure.
Common mistakes
Starting work before it’s signed. Most disputes start on projects where the terms were “agreed on a call”.
A scope described in one line. Reference a detailed scope or statement of work.
No change process. Without one, every extra request becomes a negotiation.
Copying clauses you don’t understand. If you can’t explain a clause to the client, ask a lawyer about it.
Angelwood’s proposal software builds proposals and agreements from your own templates, shows when the client has opened them and collects e-signatures, with a countersignature to execute the agreement.
What’s the difference between a consulting agreement and an SOW?+
The consulting agreement sets the legal terms of the relationship, such as confidentiality, liability and payment. A statement of work defines a specific project under it. You can sign several SOWs under one agreement.
Mutual or one-way NDA?+
Use a mutual NDA when both sides will share sensitive information, as in most project discussions. Use a one-way NDA when only one party is disclosing, for example a client sharing data with a supplier.
How long should an NDA last?+
Two to five years is common for business information. Trade secrets are often protected for as long as they remain secret. Choose a period that matches how long the information stays sensitive.
Is a contract template legally binding?+
A template becomes binding once the parties agree and sign it, if it meets the legal requirements where you are. Whether it protects you depends on what it says, so have a lawyer review it for your jurisdiction.
Can I edit this template in Word or Google Docs?+
Yes. Download the Word (.docx) file and open it in Microsoft Word, or upload it to Google Drive and choose Open with → Google Docs. There’s also a Markdown version for any text editor. No account or email address is needed.
How do I save it as a PDF?+
Fill it in, then export it: File → Save As → PDF in Word, or File → Download → PDF document in Google Docs. On this page you can also print just the template or save it as a PDF from your browser’s print dialog.