Free NDA Template

Deploy this NDA before exchanging any strategic information—such as product roadmaps, pricing models, or customer lists—with third parties. The agreement sets ground rules so both sides understand that materials are provided for evaluation only and must be handled discreetly. For startups courting venture capital, it is particularly helpful for managing scenarios where investors review dozens of decks each month. The document provides a respectful reminder that confidential data must not be forwarded or repurposed without consent.

Agencies and consultants can issue the NDA as part of onboarding new clients, ensuring brand guidelines, analytics dashboards, and campaign plans are protected. Technology vendors often integrate the NDA into sales processes before they grant sandbox access or share API keys. Because the template is neutral, you can use it to start negotiations and then add jurisdiction-specific requirements if your counterparty is based overseas.

Begin by listing categories of information that you intend to share. Think beyond documents—prototype devices, datasets, forecasts, and conversations in virtual meetings all qualify as confidential when explicitly labelled. The template includes optional language covering verbal disclosures, but it is best practice to follow up verbal briefings with a written summary so you can prove the disclosure occurred.

Next, outline exclusions so the recipient is not unfairly restricted. Standard carve-outs include information that is already public, independently developed material, or content received from another lawful source. By clarifying these boundaries, you reduce the risk of disputes and make the NDA more enforceable.

Confidentiality obligations are only as strong as your access controls. The template requires recipients to share information on a need-to-know basis and to implement reasonable security safeguards. In practice, this may involve access logs, encrypted storage, and clean-desk policies. For digital files, include version numbers and watermarking to trace leaks if they occur.

If you collaborate with subcontractors, ensure they are bound by written agreements that mirror the NDA. The template contains a clause making recipients responsible for breaches by their representatives, which incentivises proper onboarding and supervision.

Once the commercial discussions conclude, issue a formal notice requesting either the return or destruction of confidential materials. The template obliges recipients to comply within a set number of days and to certify completion. Retain evidence—such as deletion logs or return receipts—to demonstrate that you fulfilled your obligations if queried by regulators or courts.

Remember that confidentiality obligations usually survive termination. Even after files are deleted, the parties must refrain from sharing the knowledge gained. This ongoing obligation is what keeps trade secrets and sensitive analytics secure long after the project ends.

If a breach occurs, time is critical. The template empowers you to seek injunctive relief—allowing a Malaysian court to compel the other party to stop the disclosure immediately. Document any losses or reputational harm so you can claim damages where appropriate.

For international partners, consider adding arbitration or specifying a mutually acceptable jurisdiction. Legalise AI's editor lets you insert arbitration centres and adapt governing law clauses without rewriting the entire document.

Upload existing NDA terms or start from this template and ask our AI assistant to tailor sections for different industries. You can generate clause variations—for example, toggling between mutual and unilateral obligations—while keeping the formatting consistent. The built-in checklist ensures you verify party names, definitions, and signing blocks before exporting to PDF or Word.

When you are ready to collaborate, invite teammates into the editor with view-only or editing permissions. Version history captures every change so you can negotiate confidently. Export the final NDA as a polished PDF, Word document, or shareable link with embedded audit trails.