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Confidentiality/NDA Template
This section contains NDAs for general commercial agreements and the protection of business ideas. For NDAs for corporate transactions, see our NDAs for share sales, NDAs for business sales or NDAs for investment transactions.
Confidentiality Agreements (NDAs – Non-Disclosure Agreements) are used in a wide variety of business situations. They can be one-way, where only one party discloses information, or mutual, where both parties disclose confidential information.
Negotiating NDAs
The parties should aim to agree on the NDA (in short or long form) relatively quickly so that they can move forward with the business relationship or transaction.
Often, however, negotiations can become protracted due to unreasonable terms in the first draft, followed by inflexible negotiation positions being taken. Issues that arise include:
- the scope of the Confidential Information – the disclosing party may draft this too wide or without including market standard exclusions
- the range of people to whom the Confidential Information can be disclosed by the recipient and also the responsibility which the recipient has for ensuring that those people comply with the NDA. A balance needs to be struck in the wording to allow the recipient to disclose information to the people who need to receive it for the purpose of the transaction. The recipient should accept responsibility for compliance with the NDA by those people to whom it has disclosed the Confidential Information (provided the terms of this are not excessive)
- what the recipient must to do comply with a request from the disclosing party for the return or destruction of the disclosed Confidential Information. Confidential Information is almost invariably provided electronically, whether by email communications, the use of a shared drive or a specialist data site provider. The disclosing party should be realistic about the recipient’s obligations to ensure the deletion of information which is now held on the recipient’s network or other data storage platforms
- the duration of confidentiality restrictions. There is no hard rule about this and it will depend often on the sensitivity of the information and how long it will remain commercially sensitive. A period of more than 2 or 3 years would be unusual, as would a period of less than 1 year
- the disclosing party including a contractual indemnity for breach by the recipient of the NDA
- including non-solicitation covenants as a matter of course, under which the discloser restricts the recipient from soliciting its employees and possibly also suppliers and/or clients for a period
Paper Rock’s confidentiality agreement templates aim to provide a legally robust solution whilst also achieving a balanced position between the parties.
frequentlyasked questions
What is a confidentiality agreement or NDA?
A confidentiality agreement, often called a non-disclosure agreement (NDA), is a legal contract used to protect commercially sensitive information shared between parties. It allows businesses to share confidential information with confidence, knowing it cannot be used or disclosed beyond the agreed purpose.
NDAs are commonly used when parties are exploring a possible business relationship, such as:
- A company speaking to a potential investor
- A seller disclosing information to a potential buyer
- An inventor sharing details with someone who may help fund or exploit a business idea
- Businesses considering a joint venture
The NDA sets out key terms including:
- What information is protected
- How it can and cannot be used
- Who can access it
- How long confidentiality obligations last
If a formal deal goes ahead, the final agreement will often include its own confidentiality provisions, replacing the NDA.
When should I use a confidentiality or NDA form?
You should use an NDA whenever you need to share sensitive information for a potential business deal but want to protect how that information is handled.
Common examples include:
- Discussions with potential investors or buyers
- Sharing information on new products, ideas, or services
- Joint ventures or partnerships where both sides exchange confidential information
- Giving access to sensitive business data or financial information
An NDA helps ensure the recipient only uses the information for the agreed purpose and does not share it without permission. This helps protect your business’s commercial interests whether or not the deal proceeds.
Which NDA to use?
NDAs can be either “one way” or “two-way/mutual”. A “one way” NDA covers situations where only one party discloses confidential information, such as the seller of a property or business. A “two-way” or “mutual” NDA applies where both parties will disclose their own confidential information, as in the case of a proposed joint venture.
Can a confidentiality agreement be enforced without signatures?
An NDA is usually only enforceable if there is clear evidence that both parties agreed to it. A signed agreement is the simplest and safest way to prove this.
Without signatures, it becomes harder to show the parties intended to be legally bound. In some cases, other evidence of agreement (such as conduct or correspondence) may be enough, but this is much less reliable.
- A signed NDA clearly demonstrates mutual agreement
- Without a signature, enforcement becomes more difficult and uncertain
- Best practice is always to sign the NDA to ensure clear, enforceable terms
What kind of information is typically covered under a standard NDA?
An NDA usually protects confidential information shared during business discussions. This can include a wide range of commercially sensitive material.
Typical examples of information covered include:
- Financial information, accounts, and forecasts
- Commercial terms, pricing, and customer lists
- Product designs, software, and technical data
- Intellectual property and know-how
- Business plans, strategies, and marketing information
The NDA will also set out permitted disclosures (for example, to employees or professional advisers) and any exceptions, such as disclosures required by law.
How often should I review or update my NDA documents?
Your NDA templates should be reviewed regularly to ensure they reflect current legal standards and your business’s needs.
- Review every 1–2 years as part of good contract management
- Update if your business changes how it works with customers, suppliers, or partners
- Review if there are changes in law, particularly around data protection or intellectual property
- Revisit after any dispute or negotiation where the existing NDA did not provide clear protection
Keeping your NDA up to date helps ensure it remains commercially relevant and legally effective.
How do PaperRock’s updated NDA templates address AI and digital confidentiality risks?
Our NDA templates reflect how AI and automation are now part of many business processes. The revised wording includes restrictions on using confidential information with public AI platforms – such as ChatGPT or Copilot – unless the disclosing party gives written consent. There’s also a carefully drafted exception in the long form NDA for private, internal AI tools, provided strict confidentiality and security measures are in place.
We also clarify how confidential data may be retained in archive or back-up systems, where deletion isn’t practical. These updates help ensure your NDA remains effective in today’s digital environment.
You can read more about these updates in our blog on how PaperRock’s NDAs tackle AI and digital risk.
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