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What is the Non-Disclosure Agreement?

L ‘ Confidentiality Agreement (Non-Disclosure Agreement or NDA in English) is the contract that you use to ensure that confidential information that must be shared remains confidential and is not used for purposes other than those agreed by the parties.

For example, confidential information means know-how, technologies, patentable ideas, financial or commercial relationships, business plans, commercial development plans, studies, reports, company data. This information has its own economic value and if disseminated can harm the party that communicated it. Furthermore, they must not be in the public domain and must not already be known by the receiving party.

With the confidentiality agreement, the parties agree on a specific purpose for which the information can be used. Any use of the information outside of achieving this goal will be prohibited unless authorized in writing. For example, the purpose of a nondisclosure agreement could be to allow an investor to value a specific investment. If the data is used in any way for another investment during the term of the contract the investor will be in breach of the agreement.

It is important not to assume that a conversation with a counselor or partner is automatically confidential. Therefore, if employees, collaborators, or external professionals will be involved in a negotiation, it is always advisable that they have signed a confidentiality letter that binds them to maintain the secrecy of the information that is exchanged.

When using a confidentiality agreement

The non-disclosure agreement is used in any situation where confidential information must be shared to protect an idea, initiative, and to conduct business.

This can happen when dealing with potential partners, investors, suppliers or manufacturers, or when you have to discuss your business or project to get advice or opinion, such as:

  • submit a prototype, innovation or new business model to lenders or investors
  • participate in a tender that requires the presentation of a project
  • conducting negotiations aimed at a partnership with another company or a corporate transaction
  • ask for an opinion from a consultant, a loan from a bank, etc.

The confidentiality agreement can also be used when a partner or supplier will have to come into contact with some personal company data or with the data of their customers. If the sharing of personal data cannot be avoided, it may be useful to guarantee the confidentiality of the data with a rewritten agreement to comply with the privacy regulations (GDPR) and guarantee the protection of personal data also by the counterpart.

The non-disclosure obligation can be either unilateral or bilateral. In fact, it can be used both in situations where only one of the two parties shares confidential information and in situations where both parties exchange information.

What does a model NDA contain?

Our model non-disclosure agreement meets all legal requirements. The main clauses included concerns:

  • Choice of unilateral or bilateral: in the first case only the party receiving the confidential information will be bound by the agreement, in the second case both parties
  • Purpose: The use of information should be limited to the achievement of a specific purpose
  • Duration: the agreement can be for a term (e.g. for one year) or for an indefinite period, i.e. without a deadline (useful for situations in which information such as non-patentable know-how, customer lists or personal information is shared)
  • Sharing with third parties: you must be able to choose whether the party receiving the information can be authorized to share it with their employees and consultants
  • English language: if the counterpart is foreign, it may be convenient to write the document in English to simplify bargaining.

Once you have downloaded your document, we will guide you step by step to complete all the necessary subsequent tasks.

Information you need

All part data is required to complete the model. If you don’t know where to find this information we will help you with creating the document.

Remember that our service does not generate a simple facsimile confidentiality agreement. Based on your choices, the system automatically processes a document customized to your needs, guaranteeing its legal correctness.

The document can be modified in all its parts without time limits. Don’t worry so if you don’t have all the information available right away, you can always enter it later

Other names of the model nondisclosure agreement

  • Confidentiality agreement for employees
  • Confidentiality agreement
  • Confidentiality Agreement
  • Non-disclosure agreement
  • Confidentiality agreement
  • Non-Disclosure Agreement (NDA)

Other useful templates and facsimiles

  • Letter of Intent: to define the current status of negotiation and regulate its continuation
  • Term Sheet for Investments: to determine the main points on which the future investment agreement will be based
  • Bylaws and Deed of Incorporation Sal: to create the founding documents of a single-member limited liability company or with several partners and regulate its operation
  • Trademark Registration: to protect a trademark, logo, or other distinctive sign at a national, European, or international level
  • Work contract: to commission a defined work from a supplier, such as a website, a tailor-made project, or a consultancy
  • Service Supply Agreement: to regulate the relationship between a customer and the supplier of a continuous service over time