A Guide to Preparing Your

Non
Disclosure
Agreement
Step by Step Instructions Guidebook to
Help You Create a Winning Non-Disclosure Agreement.
 How to Use the Business-in-a-Box
Non-Disclosure Agreement

Non-Disclosure Agreement Guidebook

At Business-in-a-Box, our mission is to help every entrepreneur succeed in building their dream
business. Therefore, we are happy to give you this FREE guidebook on how to prepare a
winning Non-Disclosure Agreement.

3 Steps to a Perfect Non-Disclosure Agreement:

1) Download the NDA Template that goes with this guidebook.

Start drafting your own plan using Microsoft Word, Google Docs, Apple Pages, or any other
word processor you prefer.

2) Use this free educational resource to learn all about preparing your NDA.
Establish a key and confidential business relationship with this legally binding document.

3) Customize your NDA.

Simply fill-in the blanks and save. That’s it.

To your success,

The Business-in-a-Box Team

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 Table of Content

Understanding a Non-Disclosure Agreement 3

What is an NDA? 3

The NDA Template Overview 3

How to Write an NDA 6

Tips for Creating A Winning NDA 11

Why Choose Business-in-a-Box 13

Documents Similar to the NDA 14

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 Understanding a Non-Disclosure Agreement

What is an NDA?

In an era of competitive markets and ever-growing industries, there is no such thing as being
too cautious. NDA Templates, short for Non-Disclosure Agreement templates, are legally
binding contracts between a receiving party and a disclosing party that prohibit the signing
parties from making a certain piece of information public, usually over a confidential topic. The
so-called confidential information is explicitly stated in the document, whose main purpose is to
allow both parties to continue their relationship without the risk of leaking sensitive information.

Using a template, compared to making an NDA from scratch, will ensure the legal safety of your
company, avoiding any legal loopholes and making sure that the contract is clear in its clauses.
Do not risk all the hard work you have put towards your business with a poorly made
agreement. Protect your company’s safety and explore your relation-making opportunities risk-
free with the Business-in-a-Box templates.

The NDA Template Overview

As we previously stated, having NDAs for your information can be crucial for your business. Say
you have a process, piece of information, or research that your company values. It is best to
protect it using NDA agreement templates with the involved parties. It will make your company
stable and secure. Usually, crafting a nondisclosure agreement is a complex issue, but
Business-in-a-Box makes it simple with its professionally crafted templates.

On this page, you can educate yourself about the decision-making process that goes into
protecting your information via one of these agreements. Business-in-a-Box has years of
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experience providing businesses with industry-grade materials that will elevate your standards
of business and will improve your practices in the long-term. Check out our other legal
agreement template.

Mutual vs Unilateral NDAs

Mutual NDA agreements are when two or more parties sign an NDA that allows them to share
the secret information together while binding them to not share it with anyone else. Unilateral
NDAs are characterized by a single party signing and promising not to share the information.
The party signing any of these types of NDAs can be either entities or individuals.

Choosing whether your NDA agreement templates should be mutual or unilateral depends on
which type of information you need to protect. If we take the example of a secret food formula,
the select team working on improving it or supervising its use will need to sign a mutual NDA,
while if maybe a particular member of an analysis team just made a breakthrough, you might
want to utilize the unilateral version.

Purpose of an NDA

The purpose of the nondisclosure agreement is not only to protect the information with a legally
binding resource. It makes the business owner feel safer about the intelligence that its company
handles and creates, and it allows for better decision-making once that they are certain that all
that is intended to be secret will be kept secret.

If we consider the case of mutual NDAs, it is crucial that you allow employees of your firm to do
all sorts of tasks that you need to assign. Confidential information barriers can make this very
complex to put in practice, because it either does not allow full efficient collaboration, or it risks
leaking details that if made public will subtract considerable value from your firm.

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We ensure that these purposes are completely fulfilled using our top-quality templates that do
the heavy lifting for you, taking care of the minor details so that you can just fill in your
information and get started with the important parts of your company.

What to include in an NDA

As a legally binding document, an NDA should be treated with importance, respecting its rules
and restrictions. Understanding what to include in your NDA is half of the puzzle, you should
have a clear idea of the kind of partner that you are working with as well as having a complete
image of what you deem competitively sensitive information. The format should be explicit, but
direct, making sure the material and the timeframe are defined and that the intentions of both
parties are aligned.

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 How to Write an NDA

Considering that an NDA is a legal document and not something that an investor would
probably have a look at, the introduction is more of a statement disclosing the parties and the
confidential relationship that they enter. The disclosing party is the owner of the information and
the one that is interested in keeping it confidential. The receiving party is the one legally bound
to not share it with anyone.

Mutual Agreements Clause

This part is what makes the NDA mutual. If left out, the deal is considered unilateral and it will
only bind one party. It is important that you consider carefully which type of NDA you require for
your confidential information.

1. Defining Confidential Information

The primary objective of an NDA is to protect trade secrets and allow both parties to function
without fear, thus there are three main ways to define what constitutes confidential information.

• Disclose the categories

• Developing a system to mark all sensitive information
• Identify specific confidential information

The best approach varies from company to company, for example, if your business is centered
around a certain area, why not disclose the categories you want to protect? Or if you work with
a specific patent or recipe, you can specifically identify the components that you wish to remain
secret.

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2. Exclusions from Confidential Information

As powerful as an NDA can be, it also has its limitations, information that the receiving party
developed or obtained through legal means is outside the boundaries of the restriction, the
same applies to public information or information that becomes public without the intervention of
the receiving party or its representatives. All this information, by law, cannot be included as part
of the “confidential” information and the contract is bound to these kinds of legal restrictions
regardless of the agreement, so, in order to avoid any confusion, they are also usually included,
clarifying that the information is not a trade secret.

3. Receiving Party’s Obligations

In non-disclosure agreement templates, everything revolves around the confidentiality and

secrecy that the receiving party must maintain towards the established competitively sensitive
material. Establishing said obligations is the core of the agreement and in some cases, it is
important to further details the obligations, such as highlighting the responsibility to return
additional information derived from a trade secret or, when dealing with a corporation instead of
an individual, you may also want to limit the contact to only personnel that is bound by the NDA.

The more complex the parties or the trade secrets are, the more complex and detailed the
agreement since additional restrictions and requirements may be implemented to fit your
specific needs.

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4. Duration of the NDA

While all the above parts center around the information and how it should be treated, this
section details the duration of the partnership. Here you will find three alternatives that will help
you limit the duration of your NDA.

• An indefinite period
• A fixed period, with a clear beginning and end
• A combination of the above

The third option allows you to set a conditional timeframe, for example, if you desire the
information to not be disclosed until it is not deemed as “confidential” anymore.

It is also important to note that the duration often requires negotiation. This is because the
disclosing party will tend to favor long or indefinite periods, while the receiving party will favor
the opposite end of the spectrum.

5. Relationships

The relationship section in an NDA is defined by the kind of agreement that you are signing. Be
it an inventor NDA, trade secret NDA, etc. Here, it is crucial that the relationship that you hold
with your receiving party is clear, and that you disclaim any other sort of relationship. This
avoids that your receiving party claims to have a deeper relationship with you than it is, which
can lead to them profiting off a made-up connection with you.

It is highly suggested that you fill this section with great care, as giving off the wrong impression
can hurt the image of your business or give misleading ideas regarding your connections and
business relations.

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6. Severability

This section is particularly important in the case that your NDA must be defended in court. Here,
you can disclose which parts of the agreement are separable from the whole contract. This
ensures that if some part of your document is ruled invalid by a judge, your entire NDA does not
get voided.

A severability clause is crucial for almost any contract, and so, it needs to be up to industry-
standard to defend your information in case it is under threat. Luckily, Business-in-a-box has
you covered with an airtight NDA for your business.

7. Integration

The integration clause serves the purpose of registering any additional oral or written
agreements that the parties wish to include in the contract. Importantly, once that an integration
clause is written in the contract, it is no longer viable to claim in court that an agreement was
made outside of what is stated in the NDA. On the flip side, if the contract doesn’t have an
integration clause, it is open in court to claim that an off-the-record agreement has been made,
and it can really cause some issues for you if it’s not up-to-standard.

8. Waiver

The waiver lets you choose when you want to sue the receiving party for a known violation of
this NDA. Without the waiver, offences may “let slip” without actual remuneration to yourself,
which you clearly do not want. Say for example, that in a moment in time, it was not convenient
for you to go to court for a breach in the NDA. The other party can no longer defend itself under
the justification that you knew it beforehand, and you did not act on it.

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9. Notice of Immunity [Required for Employee NDA]

Employee NDAs are the standard type of nondisclosure agreement that a business makes its
employees sign when they are first hired. This immunity notice makes sure that they can share
trade secrets if your company is under investigation by suspicion of a certain crime or fraud.
This clause states that you cannot sue your employer, whether you are found guilty or not.

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 Tips for Creating a Winning NDA

A Non-Disclosure Agreement is an extremely valuable and legally binding foundation for any
trade secret or intellectual property policy. However, even with an NDA, there is always a
chance that an information leak may occur. Below are a few key tips that we believe will help
you create a trusted and effective NDA that all parties can benefit from.

1. Define What Information is Confidential

All confidential information, regardless of its form, must be included in the agreement’s
definitions. This includes all oral and written information. All the information that is shared, as
defined in the NDA, should be clearly identifiable and only the information that is necessary to
fulfill the purpose identified between both parties should be shared. When defining the
information, avoid any vagueness and confusing language at all costs.

2. State Who Owns the Information That is Deemed Confidential

Upon contract expiry or termination, there are certain steps that the contracting parties must
take in order to return or destroy the information that was deemed as confidential. These steps
need to be specified within the NDA, in addition to a timeframe for the return or destruction of
such information.

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 3. Ensure the Governing Law is Consistent

Before the NDA is executed, we recommend you consult with a lawyer to ensure the law
governing trade secrets is consistent between both parties. Although there are commonalities in
trade secret law between provinces, states and territories, the requirements may be different.

4. Lay Out the Operational Requirements that Will Protect the Confidential
Information

There are conditions that are suitable to protect the information that is deemed confidential, and
this must be considered among the parties. Such conditions can include policy and
environmental, technological, or physical controls. We suggest you clarify who will have access
to the confidential information and why. For example, if technological controls are to be put in
place, stating the minimum system security requirements is useful.

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 Why Choose Business-in-a-Box

At Business-in-a-Box, we value time and putting it where it matters. In business, this means
being efficient with your time without compromising on quality and reliability. For less than the
cost of consulting with a lawyer for one hour, businesspeople can enjoy over 2,000 business
and legal templates created by professionals themselves; ensuring our customers achieve their
business goals efficiently and confidently.

When you sign up to Business-in-a-Box, you obtain so much value for you and your business.
With access to 8 core business modules covering all departments (including legal,
administration, human resources, finance and accounting, sales and marketing, production and
operations), this powerful toolkit will help you:

● Convert prospects to clients with business proposals that sell.

● Hire, motivate and manage your team with our Human Resource templates.
● Grow your business revenues and achieve your profitability goals.
● Get all the documents and agreements you need to raise financing.
● Protect your business and investment projects with Legal Agreement templates.
● Streamline your processes with templates from the Production and Operations module.
● Negotiate better deals with clear and legally binding contract terms.
● Manage every aspect of your business with Standard Operating Procedures, and so
much more.

To learn more about the features and benefits of using Business-in-a-Box,

visit www.business-in-a-box.com/features.

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 Documents Similar to the NDA

Based on your interest in Non-Disclosure Agreements, we think you would benefit from these
documents as well:

● Visitors Non-Disclosure Agreement

● Mutual Non-Disclosure Agreement
● Mutual Non-Disclosure Agreement Between Two Companies
● Employee Non-Disclosure Agreement
● Consultant Non-Disclosure Agreement
● Confidentiality Agreement
● Customer Confidentiality Agreement
● Mutual Confidentiality Agreement
● Confidentiality Agreement for Consultants & Contractors
● General Non-Compete Agreement
● Confidential Information Agreement
● Employee Non-Compete Agreement

To browse our vast collection of business and legal templates,

visit www.business-in-a-box.com/templates.

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