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Non-disclosure clause: Copy, customize, and use instantly

Introduction

A non-disclosure clause is a contractual agreement between parties that ensures confidential information shared during the course of their relationship remains protected. This clause outlines the scope of confidential information, obligations of the parties to keep the information secret, and the consequences of breaching confidentiality. It is vital in protecting sensitive information such as trade secrets, proprietary data, or any other confidential business material.

Below are templates for non-disclosure clauses tailored to different scenarios. Copy, customize, and insert them into your agreement.

Standard non-disclosure clause

This variation applies to agreements where both parties agree to keep certain information confidential.

[Party Name] agrees not to disclose any confidential information received from [Other Party Name] to third parties without the express written consent of [Other Party Name]. The obligation of confidentiality will remain in effect for [X years] from the date of disclosure, and the confidential information will be used solely for the purpose of [purpose of disclosure].

Non-disclosure clause with defined confidential information

This variation applies when confidential information is clearly defined.

For the purposes of this agreement, "Confidential Information" shall include but is not limited to [specify types of confidential information such as trade secrets, financial data, business strategies, etc.]. [Party Name] agrees not to disclose or use any Confidential Information for any purpose other than as expressly permitted under this agreement.

Non-disclosure clause with exclusions

This variation applies when certain information is excluded from the non-disclosure obligations.

The obligations of confidentiality shall not apply to information that is (i) publicly available at the time of disclosure, (ii) independently developed by [Party Name] without reference to the Confidential Information, or (iii) disclosed to [Party Name] by a third party who is not bound by a non-disclosure agreement.

Non-disclosure clause with third-party disclosure

This variation applies when disclosure of confidential information to third parties is permitted under certain conditions.

[Party Name] may disclose Confidential Information to third parties only if such third parties are bound by similar confidentiality obligations, and only to the extent necessary for the execution of [Party Name]'s obligations under this agreement. [Party Name] will ensure that any third party receiving such information adheres to the terms of this non-disclosure agreement.

Non-disclosure clause with legal requirement disclosure

This variation applies when disclosure is required by law.

Notwithstanding the foregoing, [Party Name] may disclose Confidential Information if required by law, regulation, or court order. In such cases, [Party Name] shall provide [Other Party Name] with prompt notice of such requirement to allow [Other Party Name] the opportunity to seek protective measures or other remedies.

Non-disclosure clause with time-limited obligation

This variation applies when the non-disclosure obligation is for a set period.

[Party Name]'s obligation to maintain the confidentiality of the disclosed information will remain in effect for [X years] following the termination or expiration of this agreement. After this period, [Party Name] will no longer be obligated to maintain the confidentiality of the information unless otherwise agreed upon.

Non-disclosure clause with return or destruction of information

This variation applies when confidential information must be returned or destroyed at the end of the agreement.

Upon the termination or expiration of this agreement, [Party Name] agrees to return or destroy all Confidential Information provided by [Other Party Name]. Any copies of the Confidential Information shall be destroyed or returned to [Other Party Name], and [Party Name] will certify in writing that all such information has been returned or destroyed.

Non-disclosure clause with damages for breach

This variation applies when damages are specified for breaches of the non-disclosure agreement.

[Party Name] acknowledges that any unauthorized disclosure of Confidential Information will cause irreparable harm to [Other Party Name], and agrees that in the event of a breach, [Other Party Name] will be entitled to seek injunctive relief and claim damages resulting from the breach, including but not limited to loss of business, profits, or goodwill.

Non-disclosure clause with exceptions for prior knowledge

This variation applies when confidential information that was already known to the receiving party is excluded.

The confidentiality obligations shall not apply to information that [Party Name] can prove was already in its possession prior to the date of disclosure and was not obtained through a breach of any confidentiality agreement. [Party Name] must provide evidence of prior possession of such information upon request.

Non-disclosure clause with mutual obligation

This variation applies when both parties have non-disclosure obligations.

Both [Party Name] and [Other Party Name] agree not to disclose any Confidential Information shared by the other party during the term of this agreement. The confidentiality obligations will remain in effect for [X years] after the termination or expiration of this agreement. Both parties agree to implement appropriate measures to protect the confidentiality of the information.

Non-disclosure clause with specific handling instructions

This variation applies when there are specific instructions for handling confidential information.

[Party Name] agrees to take all reasonable precautions to protect the confidentiality of the disclosed information, including but not limited to implementing physical and electronic security measures, restricting access to authorized personnel only, and ensuring that any copies or reproductions of the Confidential Information are securely stored or disposed of.

Non-disclosure clause with no license granted

This variation applies when no license to use the information is granted.

Nothing in this agreement shall be construed as granting [Party Name] any license or right to use the Confidential Information for any purpose other than as expressly provided in this agreement. All intellectual property rights related to the Confidential Information remain the sole property of [Other Party Name].

Non-disclosure clause with business purpose only

This variation applies when the disclosure is limited to a specific business purpose.

[Party Name] agrees that it will use the Confidential Information solely for the purpose of [describe the business purpose, e.g., evaluating a potential business relationship, negotiating a contract, etc.] and will not use the information for any other purpose without the express written consent of [Other Party Name].

Non-disclosure clause with notification obligation

This variation applies when there is an obligation to notify the disclosing party in case of a breach.

In the event of any unauthorized disclosure or use of Confidential Information, [Party Name] agrees to immediately notify [Other Party Name] of the breach and cooperate with [Other Party Name] in taking corrective actions, including but not limited to ceasing the disclosure or use of the information and taking steps to recover the information.

Non-disclosure clause with perpetual obligation

This variation applies when the obligation of confidentiality continues indefinitely.

[Party Name] agrees that its obligation to maintain the confidentiality of the disclosed information will remain in effect perpetually, regardless of the termination or expiration of this agreement, unless the information becomes publicly available through no fault of [Party Name].

Non-disclosure clause with clarification of confidential information

This variation applies when the definition of confidential information is clarified further.

For the purposes of this agreement, Confidential Information includes any information disclosed by [Other Party Name] to [Party Name], whether written, verbal, or electronic, that is marked or otherwise identified as confidential at the time of disclosure. It does not include information that is or becomes publicly available through no breach of this agreement by [Party Name].

Non-disclosure clause with third-party obligations

This variation applies when third parties are involved and are subject to the same obligations.

[Party Name] agrees to ensure that any third parties to whom Confidential Information is disclosed are bound by similar non-disclosure obligations. [Party Name] will be liable for any breach of confidentiality by such third parties, and agrees to take corrective action to prevent further unauthorized disclosure.

Non-disclosure clause with exception for legal disclosures

This variation applies when disclosure is allowed under legal requirements.

Notwithstanding anything to the contrary in this agreement, [Party Name] may disclose Confidential Information if required by law, regulation, or court order. In such cases, [Party Name] shall notify [Other Party Name] promptly of the requirement to disclose, and will take reasonable steps to limit the scope of the disclosure and maintain confidentiality to the extent possible.

Non-disclosure clause with no waiver clause

This variation applies when failure to enforce does not constitute a waiver.

Failure by [Other Party Name] to enforce any provision of this non-disclosure clause will not be construed as a waiver of that provision or any other provision of this agreement. [Party Name] acknowledges that [Other Party Name] retains the right to enforce the provisions of this clause at any time.

Non-disclosure clause with non-solicitation provision

This variation applies when non-solicitation is included alongside non-disclosure.

In addition to the confidentiality obligations, [Party Name] agrees not to solicit employees, contractors, or clients of [Other Party Name] for a period of [X years] following the termination of this agreement. This provision is designed to protect [Other Party Name]'s business interests and relationships.

Non-disclosure clause with no transfer of confidential rights clause

This variation applies when confidential rights are not transferable.

[Party Name] agrees not to transfer, assign, or otherwise allow any third party to access the Confidential Information without prior written consent from [Other Party Name]. The rights and obligations regarding confidentiality are non-transferable and apply solely to [Party Name].

Non-disclosure clause with return of proprietary information

This variation applies when the proprietary information must be returned at the end of the agreement.

Upon termination or expiration of this agreement, [Party Name] agrees to return all proprietary and confidential information, including any physical or electronic copies, to [Other Party Name]. [Party Name] shall not retain any copies of the Confidential Information unless otherwise authorized in writing by [Other Party Name].

Non-disclosure clause with specific breach remedy clause

This variation applies when specific remedies for breach are outlined.

In the event of a breach of this non-disclosure agreement, [Other Party Name] will be entitled to seek all remedies available under applicable law, including the right to pursue injunctive relief to prevent further disclosure, in addition to any other available damages or remedies.

Non-disclosure clause with mutual agreement of breach

This variation applies when both parties agree on the consequences of a breach.

If either [Party Name] or [Other Party Name] breaches the non-disclosure obligations under this agreement, both parties mutually agree that the breaching party will be responsible for compensating the non-breaching party for all direct and indirect damages incurred, including any loss of business or goodwill.

Non-disclosure clause with audit rights

This variation applies when [Other Party Name] has the right to audit compliance.

[Other Party Name] reserves the right to audit [Party Name]'s compliance with the non-disclosure obligations under this agreement. The audit will be conducted at reasonable intervals and upon prior written notice to ensure that all Confidential Information is being properly safeguarded.

Non-disclosure clause with clear identification of confidential material

This variation applies when the material being protected must be clearly identified.

[Party Name] agrees that any Confidential Information disclosed under this agreement must be clearly identified as confidential at the time of disclosure. If information is disclosed verbally, it will be deemed confidential only if confirmed in writing within [X] days of disclosure.

Non-disclosure clause with no reverse engineering

This variation applies when reverse engineering is prohibited.

[Party Name] agrees not to reverse engineer, decompile, or disassemble any Confidential Information received from [Other Party Name], nor will [Party Name] use such information to create competing products or services.

Non-disclosure clause with permitted disclosure to affiliates

This variation applies when disclosure to affiliates is permitted.

[Party Name] may disclose Confidential Information to its affiliates, provided that such affiliates are bound by the same confidentiality obligations as stated in this agreement. [Party Name] remains fully responsible for ensuring that the affiliates comply with these obligations.

Non-disclosure clause with obligations continuing after agreement termination

This variation applies when confidentiality obligations continue after the agreement ends.

[Party Name]'s obligations to maintain the confidentiality of any Confidential Information disclosed under this agreement shall continue indefinitely, even after the termination of this agreement, unless such information becomes publicly available through no fault of [Party Name].

Non-disclosure clause with conditional waiver of confidentiality

This variation applies when a waiver of confidentiality is allowed under specific conditions.

[Party Name] may waive its confidentiality obligations under this agreement only with the prior written consent of [Other Party Name]. Any such waiver will be conditioned on [Other Party Name] being informed of the specific information to be disclosed and the purpose of the disclosure.

Non-disclosure clause with exceptions for publicly known information

This variation applies when publicly known information is excluded from confidentiality obligations.

[Party Name] is not obligated to maintain the confidentiality of information that is publicly available at the time of disclosure, or becomes publicly available without breach of this agreement by [Party Name]. Any such publicly available information shall not be deemed confidential.

Non-disclosure clause with confidentiality at the level of both parties

This variation applies when both parties have confidentiality obligations.

Both [Party Name] and [Other Party Name] agree to maintain the confidentiality of any Confidential Information disclosed by either party during the term of this agreement. Both parties shall take reasonable measures to safeguard the confidentiality of the information and prevent unauthorized disclosures.

Non-disclosure clause with specific confidentiality procedures

This variation applies when the procedure for maintaining confidentiality is specified.

[Party Name] agrees to implement procedures to ensure the confidentiality of all Confidential Information received from [Other Party Name], including secure storage, limited access, and regular review of information handling practices to prevent unauthorized disclosure.

Non-disclosure clause with liability for unauthorized disclosure

This variation applies when a party is held liable for unauthorized disclosure.

[Party Name] acknowledges that any unauthorized disclosure of Confidential Information will result in liability for damages caused by the breach, including any loss of business, competitive advantage, or other harm incurred by [Other Party Name].

Non-disclosure clause with exceptions for information already known

This variation applies when certain information is already known to the receiving party.

[Party Name]'s obligations under this agreement shall not apply to information that is already known to [Party Name] at the time of disclosure, provided that such information is not subject to any prior confidentiality agreements or restrictions.

Non-disclosure clause with non-compete provision

This variation applies when the confidentiality agreement includes a non-compete clause.

[Party Name] agrees not to disclose any Confidential Information and further agrees not to use such information to develop, market, or distribute any products or services that compete with the business of [Other Party Name] for a period of [X] years after the termination of this agreement.

Non-disclosure clause with specific return or destruction requirement

This variation applies when confidential information must be returned or destroyed.

Upon termination or expiration of this agreement, [Party Name] shall return or destroy all Confidential Information provided by [Other Party Name] and shall certify in writing that all such information has been returned or destroyed in accordance with this requirement.

Non-disclosure clause with equitable relief for breach

This variation applies when equitable relief is sought in case of breach.

[Party Name] acknowledges that any breach of this non-disclosure agreement may result in irreparable harm to [Other Party Name], and [Party Name] agrees that [Other Party Name] will be entitled to seek injunctive relief, in addition to any other remedies available under law.

This variation applies when aggregated data can be shared.

[Party Name] agrees not to disclose Confidential Information, but may share aggregated or anonymized data that does not disclose the identity or proprietary aspects of the original confidential material, provided that such aggregated data is not traceable back to the original source.

Non-disclosure clause with third-party audit right

This variation applies when a third party may audit compliance with the non-disclosure agreement.

[Other Party Name] reserves the right to conduct an audit to ensure that [Party Name] is complying with the terms of this non-disclosure agreement. This audit may be conducted by an independent third party, and [Party Name] agrees to cooperate fully with such audits.

Non-disclosure clause with non-disclosure after relationship ends

This variation applies when the confidentiality obligation extends beyond the end of the business relationship.

[Party Name] agrees that all Confidential Information shared under this agreement shall remain confidential for [X years] after the termination of this relationship, regardless of the reason for termination. This obligation shall not be affected by the termination of the agreement.

Non-disclosure clause with restrictions on disclosure for financial benefit

This variation applies when disclosure for financial gain is prohibited.

[Party Name] agrees not to disclose any Confidential Information for the purpose of financial gain or to provide any competitive advantage to third parties. Any disclosure made for such purposes will be considered a breach of this agreement, and legal action may be taken.

Non-disclosure clause with confidentiality of discussions

This variation applies to the confidentiality of discussions, not just written information.

[Party Name] agrees that all discussions, meetings, or communications regarding Confidential Information will also be considered confidential. This includes verbal or electronic communications and any information derived from such exchanges, whether recorded or not.

Non-disclosure clause with explicit confidentiality period

This variation applies when the confidentiality period is specified.

[Party Name] agrees to keep all Confidential Information disclosed under this agreement confidential for a period of [X years] from the date of disclosure, after which the confidentiality obligations will expire unless the information is otherwise protected under applicable law.

Non-disclosure clause with restricted usage

This variation applies when the Confidential Information can only be used for a limited purpose.

[Party Name] agrees to use the Confidential Information solely for the purpose of [specific purpose, such as evaluating a potential business deal or negotiating a contract] and will not use the information for any other purpose without the prior written consent of [Other Party Name].

Non-disclosure clause with notification of unauthorized disclosure

This variation applies when the party must notify the other party if there is a disclosure.

In the event of any unauthorized disclosure of Confidential Information, [Party Name] shall notify [Other Party Name] within [X] days of becoming aware of such disclosure. [Party Name] shall take all necessary steps to mitigate the impact of the disclosure and prevent further unauthorized access.

Non-disclosure clause with explicit ownership of information

This variation applies when ownership of the Confidential Information is clearly stated.

[Party Name] acknowledges that all Confidential Information disclosed by [Other Party Name] remains the exclusive property of [Other Party Name]. [Party Name] does not acquire any right or title to the Confidential Information, and such information must be returned upon termination of this agreement.

Non-disclosure clause with joint confidentiality obligations

This variation applies when both parties have mutual confidentiality obligations.

Both [Party Name] and [Other Party Name] agree to keep all Confidential Information exchanged under this agreement confidential. Both parties will implement appropriate measures to safeguard the information and ensure that unauthorized parties do not gain access to the Confidential Information.

Non-disclosure clause with indemnification for breach

This variation applies when indemnification for breach is included.

[Party Name] agrees to indemnify [Other Party Name] for any damages, including legal fees, arising from a breach of this non-disclosure agreement. This indemnification will cover any losses resulting from unauthorized disclosure or misuse of the Confidential Information.

Non-disclosure clause with prohibition on reverse engineering and copying

This variation applies when reverse engineering and copying are prohibited.

[Party Name] agrees not to reverse engineer, copy, or replicate any Confidential Information received from [Other Party Name]. This includes any efforts to extract or use any portion of the information for the purpose of creating derivative works or competing products.

Non-disclosure clause with rights of action for breach

This variation applies when the non-disclosure agreement includes rights to take legal action for breach.

In the event of a breach of this non-disclosure agreement, [Other Party Name] reserves the right to take legal action to seek all remedies available, including injunctive relief and monetary damages, to address any harm caused by the unauthorized disclosure.

Non-disclosure clause with restrictions on publication of information

This variation applies when the disclosed information cannot be published.

[Party Name] agrees not to publish or otherwise disclose any Confidential Information to the public, including in any publications, media outlets, or other public forums, without the prior written consent of [Other Party Name].

Non-disclosure clause with obligation to ensure employees' compliance

This variation applies when employees of the receiving party must comply with the non-disclosure agreement.

[Party Name] agrees to ensure that its employees, contractors, and agents who have access to Confidential Information are bound by confidentiality obligations at least as restrictive as those set forth in this agreement. [Party Name] will be responsible for any breach of confidentiality by its personnel.

Non-disclosure clause with clarification on disclosed information

This variation applies when the disclosed information must be clarified.

[Party Name] acknowledges that any information disclosed under this agreement will be clearly marked as "Confidential." If information is disclosed without such marking, [Party Name] will confirm in writing that it should be treated as confidential within [X days] of disclosure.

Non-disclosure clause with restriction on use for competitive advantage

This variation applies when the information cannot be used for gaining a competitive advantage.

[Party Name] agrees not to use any Confidential Information for the purpose of gaining a competitive advantage over [Other Party Name] or for any other business activities that may conflict with the interests of [Other Party Name].

Non-disclosure clause with specific terms for data storage

This variation applies when specific storage requirements are set for confidential data.

[Party Name] agrees to store any Confidential Information provided by [Other Party Name] in a secure manner, using encryption or other security measures to prevent unauthorized access. [Party Name] will also implement procedures to periodically audit and ensure the safety of the data.

Non-disclosure clause with specific format for disclosure

This variation applies when the disclosure of confidential information must follow a specific format.

[Party Name] agrees to disclose all Confidential Information in writing or in a format agreed upon by both parties. Any verbal disclosure will be followed by written documentation that clearly identifies the information as confidential within [X] days.

This variation applies when confidential information can be disclosed during dispute resolution.

[Party Name] may disclose Confidential Information to resolve a legal dispute or during arbitration proceedings, but only to the extent necessary. The receiving party will continue to be bound by the terms of this agreement regarding confidentiality.

Non-disclosure clause with specific storage requirements

This variation applies when there are specific storage requirements for confidential information.

[Party Name] agrees to store Confidential Information in a secure location that is protected by password encryption and access controls. Only authorized personnel will be granted access to this information, and periodic audits will be conducted to ensure compliance with these security protocols.

Non-disclosure clause with non-transferable obligation

This variation applies when the confidentiality obligations are non-transferable.

[Party Name] acknowledges that its obligations under this non-disclosure agreement are non-transferable and cannot be assigned to any other party, including affiliates, without the prior written consent of [Other Party Name].

Non-disclosure clause with shared responsibilities

This variation applies when both parties have shared responsibilities for maintaining confidentiality.

Both [Party Name] and [Other Party Name] are equally responsible for maintaining the confidentiality of the disclosed information. Each party will take all necessary steps to prevent unauthorized access and to protect the information from misuse.

Non-disclosure clause with disclosure for legal purposes only

This variation applies when confidential information can only be disclosed for legal purposes.

[Party Name] may disclose Confidential Information only if required by law or a court order. Any such disclosure will be made under the condition that [Party Name] promptly informs [Other Party Name] of the disclosure requirement, allowing [Other Party Name] to seek protective measures.

Non-disclosure clause with specific notice period for breaches

This variation applies when a notice period is required for breaches of confidentiality.

In the event of a breach of this non-disclosure agreement, the breaching party must notify the other party within [X] days of discovering the breach. The breaching party will also provide details regarding the nature of the breach and actions taken to rectify it.

Non-disclosure clause with exclusion for information independently developed

This variation applies when information developed independently is excluded from confidentiality obligations.

The confidentiality obligations will not apply to information that is independently developed by [Party Name] without reference to the Confidential Information provided by [Other Party Name]. [Party Name] must provide evidence that the information was independently developed.

Non-disclosure clause with additional protection for sensitive information

This variation applies when certain types of sensitive information require extra protection.

[Party Name] agrees to treat certain Confidential Information as "Highly Sensitive," including but not limited to financial data, client lists, and proprietary software code. This information will be subject to additional safeguards, including restricted access and encryption during storage and transmission.

Non-disclosure clause with clarification of third-party access conditions

This variation applies when third-party access is allowed under specific conditions.

[Party Name] may disclose Confidential Information to third parties only if the third party is subject to a confidentiality agreement that provides at least the same level of protection as this agreement. [Party Name] will be responsible for ensuring that third parties comply with confidentiality obligations.

Non-disclosure clause with indemnity for disclosure violations

This variation applies when indemnity is provided in the case of disclosure violations.

[Party Name] agrees to indemnify and hold harmless [Other Party Name] for any damages, costs, or expenses resulting from a breach of confidentiality, including any unauthorized disclosure of Confidential Information by [Party Name] or its representatives.

Non-disclosure clause with prohibition on use in marketing

This variation applies when confidential information cannot be used in marketing.

[Party Name] agrees not to use any Confidential Information for marketing purposes or in any promotional material without the prior written consent of [Other Party Name]. This includes using the information to enhance products or services for competitive advantage.

Non-disclosure clause with detailed breach consequences

This variation applies when the consequences of a breach are clearly defined.

If [Party Name] breaches this non-disclosure agreement, [Other Party Name] will have the right to terminate the agreement immediately and seek legal remedies, including injunctive relief, compensatory damages, and any other relief available under applicable law.

Non-disclosure clause with protection against unauthorized disclosure by employees

This variation applies when employee conduct is addressed under the non-disclosure agreement.

[Party Name] agrees to ensure that its employees, contractors, and agents who have access to Confidential Information are aware of and comply with the confidentiality obligations set forth in this agreement. [Party Name] will be liable for any breach of confidentiality by these individuals.

Non-disclosure clause with right to audit confidentiality compliance

This variation applies when the disclosing party has the right to audit compliance.

[Other Party Name] has the right to conduct periodic audits of [Party Name]’s compliance with the confidentiality obligations under this agreement. [Party Name] agrees to cooperate fully with such audits, providing necessary records and access to relevant personnel as required.

Non-disclosure clause with exception for pre-existing obligations

This variation applies when pre-existing confidentiality obligations are excluded.

The confidentiality obligations outlined in this agreement do not apply to any information already subject to a confidentiality obligation under a prior agreement between [Party Name] and [Other Party Name], provided that such prior agreement is still in effect.

Non-disclosure clause with confidentiality of negotiations

This variation applies to the confidentiality of negotiations.

[Party Name] agrees that all information exchanged during negotiations related to this agreement shall be considered confidential and protected under the terms of this agreement. This includes both verbal and written communications regarding terms, conditions, and business discussions.

Non-disclosure clause with no waiver of confidentiality rights

This variation applies when there is no waiver of confidentiality rights.

The failure of either party to enforce any provision of this non-disclosure agreement shall not be deemed a waiver of that provision or any other provision, and shall not affect the right of either party to enforce the terms of this agreement at any time.

This variation applies when sharing confidential information under limitations.

[Party Name] may share Confidential Information with its legal or financial advisors under strict confidentiality terms. However, such advisors will be limited in their use of the information and will be required to return or destroy the information upon request.

Non-disclosure clause with exception for authorized disclosure

This variation applies when certain disclosures are authorized.

[Party Name] may disclose Confidential Information to its auditors, legal counsel, and other professional advisors as necessary, provided these third parties are bound by confidentiality obligations that are at least as strict as those contained in this agreement.

Non-disclosure clause with protection of third-party intellectual property

This variation applies when third-party intellectual property is involved.

[Party Name] agrees not to disclose any Confidential Information belonging to third parties, including proprietary and intellectual property materials, without obtaining the express written permission of the third party that owns the information.

Non-disclosure clause with specified return deadlines for confidential information

This variation applies when confidential information must be returned within a set deadline.

Upon termination of this agreement, [Party Name] agrees to return all Confidential Information to [Other Party Name] within [X] days. This includes all documents, files, and other materials containing Confidential Information in any form.

Non-disclosure clause with third-party enforcement rights

This variation applies when third parties have the right to enforce the non-disclosure agreement.

In the event of a breach of this non-disclosure agreement, [Other Party Name] reserves the right to seek enforcement of the confidentiality provisions by any third parties that have a vested interest in the protection of the information.

Non-disclosure clause with retention of rights in case of public disclosure

This variation applies when public disclosure does not affect rights under the agreement.

[Party Name] agrees that any public disclosure of Confidential Information made by [Other Party Name], in compliance with legal requirements, does not waive or alter [Other Party Name]'s rights under this agreement. [Other Party Name] retains all rights to seek remedies for any unauthorized disclosure.

Non-disclosure clause with restricted access to sensitive information

This variation applies when access to sensitive information is restricted.

[Party Name] agrees to restrict access to Confidential Information to employees, contractors, or agents who need the information to perform their duties under this agreement. No other individuals or parties shall have access to the Confidential Information without written consent from [Other Party Name].

Non-disclosure clause with proactive confidentiality measures

This variation applies when proactive measures must be taken to maintain confidentiality.

[Party Name] agrees to take proactive steps to prevent unauthorized disclosure of Confidential Information. This includes, but is not limited to, implementing physical security measures, using encrypted communication methods, and limiting access to authorized individuals only.

Non-disclosure clause with joint ownership of information

This variation applies when both parties jointly own certain information.

Both [Party Name] and [Other Party Name] jointly own the Confidential Information disclosed under this agreement. Any further disclosure or use of this information requires the written consent of both parties. Neither party may use or disclose the jointly owned information without the other party's permission.

Non-disclosure clause with limitation on use of information

This variation applies when there are limitations on how the information can be used.

[Party Name] agrees to use Confidential Information only for the purpose outlined in this agreement. [Party Name] will not use the Confidential Information for any other purpose, including competitive activities or for personal gain.

Non-disclosure clause with compliance with data protection regulations

This variation applies when data protection laws must be followed.

[Party Name] agrees to comply with all applicable data protection and privacy regulations regarding the handling, storage, and transmission of Confidential Information. This includes ensuring that personal data is protected in accordance with [specify relevant data protection laws].

Non-disclosure clause with no duplication of information

This variation applies when duplication of Confidential Information is prohibited.

[Party Name] agrees not to duplicate, copy, or reproduce any Confidential Information provided by [Other Party Name], except as required to fulfill the purposes of this agreement and with prior written consent from [Other Party Name].

Non-disclosure clause with continuation of obligations despite termination

This variation applies when the confidentiality obligations continue even after the agreement ends.

The confidentiality obligations set forth in this agreement shall remain in effect even after the termination or expiration of this agreement. [Party Name] shall continue to maintain the confidentiality of all information disclosed under this agreement for as long as it remains confidential.

Non-disclosure clause with a third-party breach clause

This variation applies when a third party violates the non-disclosure agreement.

[Party Name] will be liable for any unauthorized disclosure or use of Confidential Information by any third party to whom the information has been disclosed, and will take immediate corrective action to mitigate any harm caused by such breach.

Non-disclosure clause with partial disclosure allowance

This variation applies when partial disclosure of confidential information is allowed under certain conditions.

[Party Name] may disclose part of the Confidential Information to a third party if required for due diligence purposes, provided that such third party is bound by confidentiality terms no less stringent than those in this agreement and only to the extent necessary to complete the required due diligence.

Non-disclosure clause with restriction on copying materials

This variation applies when copying or reproducing confidential materials is restricted.

[Party Name] agrees not to copy, reproduce, or otherwise duplicate any Confidential Information provided by [Other Party Name] except as necessary for the performance of this agreement. All such copies will be labeled as "Confidential."

Non-disclosure clause with obligation to return copies

This variation applies when all copies of confidential information must be returned.

Upon termination of this agreement, [Party Name] agrees to return all copies of Confidential Information, including any documents, electronic files, or records that contain the information, to [Other Party Name] without retaining any copies in any form.

Non-disclosure clause with access limited to key personnel

This variation applies when access to confidential information is limited to key personnel.

[Party Name] agrees to restrict access to the Confidential Information to those of its employees, agents, or contractors who have a legitimate need to know in order to fulfill the obligations under this agreement. Such individuals will be informed of their confidentiality obligations.

Non-disclosure clause with acknowledgment of confidential status

This variation applies when the confidentiality status of information must be acknowledged by the receiving party.

[Party Name] acknowledges that all Confidential Information disclosed under this agreement is considered confidential and proprietary to [Other Party Name]. [Party Name] agrees to treat all such information with the highest degree of care and to safeguard it accordingly.

Non-disclosure clause with pre-approved disclosure conditions

This variation applies when there are pre-approved conditions for disclosure.

[Party Name] may disclose Confidential Information to the extent required by law, provided that [Party Name] has received prior written consent from [Other Party Name], or the disclosure is pre-approved in writing by [Other Party Name] for such circumstances.

Non-disclosure clause with restrictive covenants on use

This variation applies when there are restrictive covenants on how the information can be used.

[Party Name] agrees that Confidential Information will not be used for any purpose other than those expressly stated in this agreement. [Party Name] will not use the Confidential Information to develop, market, or sell any competing products or services.

Non-disclosure clause with termination trigger for disclosure breach

This variation applies when a disclosure breach can trigger termination of the agreement.

In the event of an unauthorized disclosure of Confidential Information, [Other Party Name] may immediately terminate this agreement, and [Party Name] will be liable for any losses or damages incurred by [Other Party Name] as a result of the breach.

Non-disclosure clause with restriction on reverse engineering

This variation applies when reverse engineering is prohibited.

[Party Name] agrees not to reverse engineer, decompile, or disassemble any Confidential Information disclosed under this agreement, including any software or technical data. This restriction applies regardless of whether the information is disclosed in written or electronic form.

Non-disclosure clause with monitoring rights for disclosure

This variation applies when the disclosing party has the right to monitor compliance with the non-disclosure obligations.

[Other Party Name] reserves the right to periodically review [Party Name]’s compliance with the terms of this agreement. [Party Name] agrees to cooperate with such monitoring and provide access to records and documentation necessary for such reviews.

Non-disclosure clause with specific destruction requirements

This variation applies when the destruction of confidential information must follow specific requirements.

Upon termination of this agreement, [Party Name] agrees to destroy all Confidential Information in its possession, including digital files and physical records, by shredding or permanently deleting the information in a manner that ensures it cannot be recovered or accessed.

Non-disclosure clause with protection of third-party confidential information

This variation applies when third-party confidential information must be protected.

[Party Name] acknowledges that certain Confidential Information may belong to third parties and that such information must be treated with the same level of confidentiality as [Other Party Name]'s own confidential information. [Party Name] agrees to protect the third-party information from unauthorized disclosure in accordance with the terms of this agreement.

Non-disclosure clause with legal counsel access

This variation applies when legal counsel can access confidential information.

[Party Name] may disclose Confidential Information to its legal counsel for the purpose of obtaining legal advice regarding this agreement, provided that the legal counsel is bound by confidentiality obligations consistent with those outlined in this agreement.

Non-disclosure clause with dispute resolution process

This variation applies when a specific dispute resolution process is in place for breaches.

In the event of a dispute regarding the disclosure of Confidential Information, both parties agree to resolve the dispute through arbitration, as specified in the agreement. The arbitrator’s decision will be binding and enforceable, and the prevailing party will be entitled to recover its legal fees.

Non-disclosure clause with enhanced security measures for sensitive data

This variation applies when heightened security measures are required for sensitive data.

[Party Name] agrees to implement enhanced security measures, including encryption and secure access controls, to protect any Confidential Information deemed "Highly Sensitive" by [Other Party Name]. These measures will be reviewed and updated regularly to ensure continued compliance with industry standards.

Non-disclosure clause with acknowledgment of ownership

This variation applies when the ownership of the confidential information is explicitly acknowledged.

[Party Name] acknowledges that all Confidential Information disclosed under this agreement remains the exclusive property of [Other Party Name]. [Party Name] does not acquire any ownership rights, licenses, or other rights in the Confidential Information except for those specifically granted under this agreement.

Non-disclosure clause with third-party indemnification

This variation applies when indemnification is required for third-party breaches.

[Party Name] agrees to indemnify [Other Party Name] for any losses, damages, or claims arising from the disclosure of Confidential Information to unauthorized third parties, whether through negligence or breach of this agreement.

Non-disclosure clause with specific penalties for breach

This variation applies when specific penalties are defined for breaches.

[Party Name] acknowledges that any unauthorized disclosure of Confidential Information will result in a penalty of [X amount] per violation. [Party Name] agrees that such penalties are necessary to protect the confidentiality of the information and to deter breaches.

Non-disclosure clause with limitation on liability for breaches

This variation applies when liability for breaches is limited.

[Party Name] agrees to limit its liability for any breach of this non-disclosure agreement to the amount of damages directly caused by the breach, not exceeding [X amount]. [Party Name] will not be liable for any indirect or consequential damages resulting from the breach.

Non-disclosure clause with confidentiality training for employees

This variation applies when confidentiality training is required for employees.

[Party Name] agrees to provide confidentiality training to all employees, contractors, and agents who have access to Confidential Information. This training will ensure that such individuals understand their obligations to protect the Confidential Information and comply with the terms of this agreement.

Non-disclosure clause with non-transferability of obligations

This variation applies when the obligations under the agreement are non-transferable.

[Party Name] agrees that its obligations under this non-disclosure agreement are non-transferable and cannot be assigned to any third party without the prior written consent of [Other Party Name]. Any attempted assignment will be considered void.

Non-disclosure clause with limited right to use information

This variation applies when the use of confidential information is strictly limited.

[Party Name] agrees to use the Confidential Information solely for the purpose of [specify purpose]. Any other use of the information, including personal use or use for competitive advantage, is strictly prohibited under this agreement.

Non-disclosure clause with protection against wrongful disclosure

This variation applies when protections against wrongful disclosure are included.

[Party Name] agrees to take all reasonable precautions to prevent the wrongful disclosure of Confidential Information, including limiting access to authorized individuals and taking corrective actions if unauthorized access or disclosure is detected.

Non-disclosure clause with disclosure only to necessary parties

This variation applies when disclosure is limited to necessary parties.

[Party Name] agrees to disclose Confidential Information only to those individuals or entities who need to know the information in order to fulfill the purposes of this agreement. All recipients will be bound by confidentiality obligations similar to those in this agreement.

Non-disclosure clause with waiver of confidentiality for government use

This variation applies when confidentiality obligations are waived for government use.

[Party Name] agrees to waive the confidentiality obligations outlined in this agreement if the information is required to be disclosed to government entities or regulatory agencies as part of a legal or regulatory requirement.

Non-disclosure clause with obligation to notify if information becomes public

This variation applies when the receiving party must notify the disclosing party if information becomes public.

[Party Name] agrees to promptly notify [Other Party Name] if any Confidential Information becomes publicly available through no fault of [Party Name]. [Party Name] will take reasonable steps to prevent further unauthorized disclosure.

Non-disclosure clause with acknowledgement of legal responsibility for breaches

This variation applies when the receiving party acknowledges legal responsibility for breaches.

[Party Name] acknowledges that it is legally responsible for any breach of this non-disclosure agreement. [Party Name] agrees to indemnify [Other Party Name] for any costs, damages, or legal fees incurred as a result of the breach.

Non-disclosure clause with prohibition on disclosing information to competitors

This variation applies when disclosing information to competitors is prohibited.

[Party Name] agrees not to disclose any Confidential Information to any competitor of [Other Party Name], either directly or indirectly, during the term of this agreement and for a period of [X] years thereafter.

Non-disclosure clause with restriction on use for competitive purposes

This variation applies when the receiving party cannot use the confidential information for competitive purposes.

[Party Name] agrees not to use any Confidential Information disclosed under this agreement to develop, manufacture, or market any products or services that compete with those of [Other Party Name].

Non-disclosure clause with obligation to report suspicious activity

This variation applies when the receiving party is obligated to report suspicious activity related to confidential information.

[Party Name] agrees to report any suspicious activity related to the Confidential Information, including potential breaches or unauthorized disclosures, to [Other Party Name] immediately upon discovery.

Non-disclosure clause with acknowledgment of trade secrets protection

This variation applies when the information is protected as trade secrets.

[Party Name] acknowledges that the Confidential Information disclosed under this agreement may include trade secrets and agrees to take all necessary measures to protect the confidentiality of such trade secrets, both during the term of this agreement and indefinitely thereafter.

Non-disclosure clause with reasonable access control measures

This variation applies when access control measures are described as reasonable.

[Party Name] agrees to implement reasonable access control measures to safeguard the Confidential Information from unauthorized access. These measures may include password protections, encryption, and other technological safeguards.

This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.

Last updated 10 Mar 2025