Protect your business’s Confidential Information and Intellectual Property with a Non-Disclosure Agreement (NDA)

Some of the most common uses are:

• When discussing your business with suppliers
• Before disclosing confidential information to buyers, investors and other third parties
• When hiring third party employees or contractors (such as web designers) to discuss or work on a project
• During contract negotiations with other businesses and third parties
• When discussing the licensing of your technology or product
• Before pitches to potential investors

What is a Non-Disclosure Agreement?

A Non-Disclosure Agreement is a type of legal contract between two or more parties. Its primary purpose is to prevent the disclosure of certain confidential information and intellectual property beyond those parties. Particularly important for businesses, NDAs help protect trade secrets and other sensitive information.

There are several different ways to create an NDA, but one common method is to use a Non-Disclosure Agreement Template. Relying on a professionally drafted NDA legal document template helps ensure the contract is legally binding and includes all the necessary terms. While you can also task a lawyer with drawing up a Non-Disclosure Agreement for your specific situation, NDA legal document templates are often a more affordable and efficient alternative.

Before you disclose sensitive information about your business to another party, you should consider asking them to sign a Non-Disclosure Agreement (also known as a Confidentiality Agreement).

Cover all angles with our Non-Disclosure Agreement Legal Document Template

NDA legal document templates are one of the most versatile legal agreement templates as they cover a wide range of situations. You can use an NDA to protect business information, such as trade secrets and proprietary data, or personal information, like financial details. You can tailor a Non-Disclosure Agreement legal document template to spell out what disclosure purpose is considered sensitive and create binding consequences if the information with respect to that disclosure purpose is shared without permission.

However, it is important to note that an NDA is not a guarantee against all forms of disclosure. For example, an NDA cannot prevent someone from sharing information that they have already obtained from another source or that is already public knowledge or in the public domain.

Non-Disclosure Agreements are an effective way to deter people from disclosing confidential information but only if they have signed the legal document. Before you disclose any sensitive information, think about who will have access to the confidential information, make a list of all these people and ensure they sign an NDA.

Build trust with a Non-Disclosure Agreement

While NDAs are designed to protect your business, they also help build confidence in both parties. For example, when pitching your business idea to investors, it is essential to protect your confidential information and intellectual property with an NDA. Using NDAs for business pitches demonstrates that you are serious about protecting your ideas and creates a more robust (and legal) connection between the two parties.

While the other party might push back and try to play the ‘Relationship Card’, do not let them intimidate you into backing down. It is likely that you do not know the investors you are pitching to very well, so it is important to be cautious. Moreover, insisting on having an NDA in place shows that you are a professional and trustworthy business owner, a quality your potential investors should appreciate, not reject. A firm refusal could be a red flag you want to consider carefully before entering into commercial discussions and any business relationship with them. So as part of your preparation for pitching, make sure you have a Non-Disclosure Agreement legal document template for Australian businesses on hand.

Full legal protection with our NDA legal document template and more

Alongside our Non-Disclosure Agreement legal document template, at Off-Risk Legal Templates, we provide other legally-binding and essential Agreement legal document templates to safeguard your business, including, for example, Website Terms and Conditions (Contract), Terms and Conditions of Trade (Contract), Full-Time Employment Agreement (Contract), Fixed Term Full-Time Employment Agreement (Contract), Casual Employment Agreement (Contract), Part-Time Employment Agreement (Contract)  Independent Contractor Agreement (Contract); Subcontractor Agreement (Contract); Shareholders Agreement (Contract) and more.

If you have any queries about our Non-Disclosure Agreement legal document template for Australian businesses or any of our other documents, please go to our FAQs or get in touch with us — one of our knowledgeable and helpful support staff will respond within 48 hours (Monday-Friday).

How does a Non-Disclosure Agreement work?

An NDA acts as a private contract between you and the person (or company) with whom you are planning to share your sensitive business information. An NDA (or Confidentiality Agreement) covers you against a third party disclosing your private business information or giving away your Intellectual Property to another person.

It requires the party receiving your sensitive business information and/or IP to keep it confidential and protected and outlines the use (or restrictions on use) of the information they receive.

A Non-Disclosure Agreement will clearly outline the legal remedies if the party receiving your confidential information breaches their obligations under the NDA.

Who is this Non-Disclosure Agreement designed for?

• Business owners who need to discuss or share confidential or sensitive information (such as IP) with any other party (suppliers, contractors, employees, manufacturers and so on)
• Business owners pitching ideas to third parties (potential business partners, investors and prospective buyers of the business)
• Can be used Australia-wide
• Protect your confidential information and IP legally by insisting on a signed NDA

What does this Non-Disclosure Agreement include?

This Non-Disclosure Agreement is concise and easy to use in any business.

It includes the rights, powers and responsibilities of the disclosing party and the recipient.

This Non-Disclosure Agreement contains clauses that cover:

• Interpretation and Definitions
• Term (Duration of Agreement)
• Survivorship
• Relationship of Parties
• Obligations of the Recipient (the Other Party)
• Ownership of Confidential Information
• Return of Confidential Information
• Unauthorised Use
• Indemnity
• General
  • Notices
  • Costs
  • Confidentiality
  • Variation
  • Waiver
  • Assignment
  • Severability
  • Entire agreement
  • Legal Advice
  • Governing law and jurisdiction
  • Counterparts
  • Unfair Contract Terms Regime
  • Execution clauses

What is considered Confidential Information?

Your confidential information can be anything you wish to keep private. It can include:

• Business ideas or concepts
• Plans or strategies
• Financial or customer information
• Logo or graphic design
• Technical drawings
• Systems or processes
• Products or services
• And much more…

FAQs

Do I need a Non-Disclosure Agreement (NDA)?

If you want to protect your sensitive business information and Intellectual Property contractually and legally, then yes, an NDA is essential.

Whenever you are going to discuss confidential information or reveal the inner workings of your business to another party, it is strongly advisable to have an NDA in place. No one wants to have their business ideas or IP stolen, copied, misused or disclosed without permission.

If the other party discloses your information to anyone else or takes it for themselves, you can take legal action against them if you have an NDA in place.

Is any information not covered by a Non-Disclosure Agreement?

An NDA cannot cover any information that is already public knowledge or in the public domain. Also, if any of your confidential information becomes known and it is not through the other party's fault, then it may be the case they may not be held legally responsible.

Does a Non-Disclosure Agreement have to be in writing?

Technically, no. Although verbal agreements may be legally binding between individuals, proving this should your matter go to court becomes tough and costly. That is where having a clear, written and properly signed Non-Disclosure Agreement in place will provide more easily provable and enhanced legal protection for your business.

Is a Non-Disclosure Agreement and Confidentiality Agreement the same thing?

Generally, yes. You will find an NDA also referred to as a confidentiality agreement or a confidentiality deed at times. You will find that whatever it is called, the purpose of the agreement will be to protect the confidentiality of the information and intellectual property disclosed by the disclosing party during commercial discussions.

How long does a Non-Disclosure Agreement stay in place?

Once signed, an NDA lasts for as long as you set it.

The OFF Risk NDA lasts indefinitely.

Many business owners do not set an end date to ensure their confidential or sensitive information is protected in the long term.

Does this Non-Disclosure Agreement cover all of Australia?

Yes. It does not matter where you are located; you can use this legal document template in any State or Territory in Australia.

Current document version numbers

• Non-Disclosure Agreement – v2.2025