Judicial AI Assistant

Contract framework

Non-disclosure agreement template

Define the information, permitted purpose and people who may receive it before choosing standard confidentiality language.

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Published and reviewed 2026-07-22. Editorial owner: Judicial AI Assistant.

Information to collect first

  • Full legal names and addresses of the parties.
  • Whether disclosure is one-way or mutual.
  • The specific evaluation, project or transaction purpose.
  • Categories of oral, written, visual and electronic information.
  • People and advisers who may receive information.
  • Confidentiality period and treatment of trade secrets.
  • Governing law, forum and any required formality.

Illustrative structure

1. Definition. "Confidential Information" means [categories] disclosed by [Disclosing Party] to [Receiving Party] for [Purpose], whether [forms], subject to the exclusions below.

2. Use and protection. The Receiving Party will use Confidential Information only for [Purpose], protect it using [standard] and disclose it only to [permitted recipients] who are bound by suitable duties.

3. Exclusions. Information is excluded to the extent the Receiving Party can demonstrate that it was already lawfully known, becomes public without breach, is received lawfully from a third party or is independently developed.

4. Required disclosure. If disclosure is legally required, the Receiving Party will, where lawful, give prompt notice and disclose only what is required.

5. Return, deletion and term. On [event], materials will be [returned/deleted], subject to [backup/legal retention]. Duties continue for [period/trade-secret rule].

Common drafting failures

An NDA can be too broad to apply sensibly, too narrow to cover the actual exchange or silent about residual copies and legal holds. A perpetual term may be appropriate for some trade secrets but unreasonable for all ordinary business information. Remedies language also depends on local law.

Review before signature

Check that the permitted purpose matches the real project, affiliate access is intentional, data protection duties are handled separately and no clause conflicts with whistleblowing or mandatory disclosure law. This framework is not a substitute for advice in the governing jurisdiction.

Browse the template library or continue to the service agreement framework.

Questions and answers

Should an NDA be mutual?

Use a mutual NDA when both sides expect to disclose protected information. A one-way NDA may be clearer when only one side discloses.

How long should confidentiality last?

It depends on the information and governing law. Ordinary confidential information and trade secrets may justify different periods.

Is an NDA enough for personal data?

Not necessarily. Privacy and data-processing obligations may require separate terms, notices or agreements.