Non-Disclosure Agreement for Business Idea Template: What Entrepreneurs Need to Know

If you’re an entrepreneur with a brilliant business idea, you might be wondering how you can protect it from being stolen or copied by someone else. A non-disclosure agreement (NDA) is a legal contract that can help you safeguard your intellectual property by preventing others from sharing or using it without your permission. In this article, we’ll provide you with a template for a non-disclosure agreement for business idea and everything you need to know about NDAs.

What is a Non-Disclosure Agreement (NDA)?

A non-disclosure agreement, also known as a confidentiality agreement, is a legal contract that sets out the terms and conditions for keeping confidential information confidential. The confidential information can be any trade secrets, business plans, customer lists, financial information, or any other information that should not be disclosed to third parties.

An NDA is a standard tool used in business to protect confidential information. It is a legal agreement between two or more parties that outlines the terms and conditions for keeping sensitive information confidential. NDAs are used in various situations, such as when businesses collaborate or when employers hire employees who have access to sensitive information.

When Do You Need a Non-Disclosure Agreement?

As an entrepreneur, you might need an NDA if you have a business idea that you want to share with potential investors, partners, or employees. You might also need it when collaborating with other businesses or contractors who have access to your proprietary information.

An NDA can help keep your intellectual property safe by preventing others from sharing or using it without your permission. If an NDA is violated, you can take legal action to seek damages.

Non-Disclosure Agreement for Business Idea Template

Below is a template for a non-disclosure agreement for business idea that you can use as a starting point to create your own NDA.

Non-Disclosure Agreement for Business Idea

This Non-Disclosure Agreement (the “Agreement”) is entered into on [Date] by and between [Party A] (“Disclosing Party”) and [Party B] (“Receiving Party”).


The purpose of this Agreement is to protect the confidential information disclosed by the Disclosing Party to the Receiving Party relating to [Briefly describe the nature of the confidential information]. The Receiving Party acknowledges that the information is confidential and proprietary.

Confidential Information

Confidential information includes any information that is disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is identified as confidential or proprietary, or that should reasonably be understood to be confidential or proprietary based on the nature of the information and the circumstances of disclosure.

Confidential information does not include information that: (a) was already known to the Receiving Party prior to disclosure; (b) was already publicly known or becomes publicly known through no fault of the Receiving Party; (c) is obtained from a third party who is not under an obligation of confidentiality; or (d) is independently developed by the Receiving Party without reference to the confidential information.

Obligations of the Receiving Party

The Receiving Party agrees that it will:

1. Use the confidential information only for the purpose stated in this Agreement;

2. Take all reasonable measures to maintain the confidentiality of the confidential information;

3. Limit access to the confidential information to those employees, contractors, or agents who require access to perform their duties in connection with the purpose stated in this Agreement;

4. Not disclose or distribute the confidential information to any third party, except as expressly permitted in this Agreement or with the prior written consent of the Disclosing Party;

5. Notify the Disclosing Party immediately upon becoming aware of any unauthorized disclosure of the confidential information, and cooperate with the Disclosing Party to remedy the situation.


The obligations of the Receiving Party under this Agreement shall continue for [Insert number of years] years from the date of disclosure of the confidential information.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Insert governing law].


If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter of this Agreement.


No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

[Party A]

[Party B]


Non-disclosure agreements can be a useful tool for entrepreneurs looking to protect their intellectual property. By having a clearly drafted NDA in place, you can avoid misunderstandings and protect your confidential information from being used or disclosed without your permission.

Remember that NDAs are legal contracts. It is essential to have them drafted and reviewed by a qualified legal professional to ensure their enforceability if the need arises.