A Non-Disclosure Agreement (NDA) is the first legal document most businesses encounter — and the most frequently mishandled. According to the American Bar Association, 68% of NDAs used by small businesses contain at least one critical gap that could render them unenforceable.
Common mistakes:
- Using a generic template that doesn't match your jurisdiction
- Missing a definition of "confidential information" (the most critical clause)
- No carve-outs for independently developed information
- Indefinite duration without reasonable limits
- Missing remedies clause (what happens when the NDA is breached?)
The templates below address all of these. Each has been structured for enforceability across US, EU, UK, and Indian jurisdictions.
Use when: Two companies are exploring a potential partnership, integration, acquisition, or joint venture and both sides will share confidential information.
- Mutual obligations: Both parties are bound equally
- Definition of Confidential Information: Broad but specific — includes business plans, customer data, financial information, technical specifications, trade secrets, and "any information that a reasonable person would understand to be confidential"
- Exclusions: Public information, independently developed info, previously known info, and legally required disclosures
- Duration: 2-year obligation with 5-year survival for trade secrets
- Permitted purpose: Information may only be used for evaluating the proposed business relationship
- Return/destruction: All materials returned or destroyed within 30 days of request
- Governing law: Configurable with recommended jurisdiction-specific language
- Equitable relief: Entitlement to injunctive relief without proof of actual damages
- For technology companies: Add IP assignment and non-compete clauses
- For financial services: Add specific regulatory compliance language (SOX, FINRA)
- For healthcare: Add HIPAA BAA reference and PHI handling requirements
Use when: You're sharing confidential information with a potential employee, contractor, or consultant who won't be sharing their own confidential information back.
- Only the receiving party has confidentiality obligations
- Includes non-solicitation of employees/clients (configurable duration)
- Includes invention assignment clause for any work product created
- Includes "need to know" limitation — recipient may only share with team members who require access
- Survival period: 3 years for general confidential info, indefinite for trade secrets
Use when: Sharing pitch decks, financial projections, or proprietary technology details with potential investors.
Important note: Many VCs refuse to sign NDAs before hearing a pitch. This template is designed for later-stage conversations when specific financial data, customer lists, or proprietary technology details are being shared.
- Narrowly scoped: Only covers specific documents and data shared (not general business concepts)
- Includes carve-out for the investor's existing portfolio companies
- Short duration: 18 months (reasonable for investor context)
- No non-compete: Investors need freedom to invest in adjacent companies
- Includes provision for the investor's partners and advisors
Use when: Onboarding new employees who will have access to company-confidential information.
- Covers all information encountered during employment
- Includes specific employee obligations (no unauthorized copying, no personal device storage without approval, mandatory return at termination)
- Post-employment survival: 2 years general, indefinite for trade secrets
- Works alongside (not replacing) any IP assignment or invention agreement
- Includes data protection compliance language (GDPR, CCPA)
Use when: Working with external freelancers, agencies, or vendors who will access your internal systems, data, or processes.
- Covers both project-specific information and incidentally observed information
- Includes data handling requirements (encryption, secure deletion)
- Covers sub-contractor obligations (freelancer responsible for their team)
- Includes audit rights
- Includes liquidated damages clause (configurable amount)
Use when: Sharing your data, processes, or security requirements with a potential software vendor during evaluation/procurement.
- Covers data shared during demos, trial periods, and security assessments
- Includes prohibition on using your data to train ML models
- Includes data residency and sovereignty requirements
- Covers vulnerability and security information shared during vendor assessment
- SOC 2 and compliance evidence protection
- Upload the template to ZiaSign (or use our built-in NDA templates)
- Customize the variable fields: party names, dates, jurisdiction, duration
- Add signature fields for both parties
- Send — the counterparty gets a secure email link, signs in 60 seconds
- Done — both parties receive the fully executed NDA with audit trail
No printing. No scanning. No "can you re-sign page 3, the scan was blurry."
| Feature | Why It Matters for NDAs |
|---|
| Template library | Save your customized NDA as a template. Send the next one in 30 seconds. |
| Signing order | Ensure your legal team approves before the counterparty sees it. |
| Expiration dates | Auto-void the NDA if not signed within 7 days. |
| Audit trail | Cryptographic proof of who signed, when, from where. |
| Repository search | Find any NDA instantly by party name, date, or keyword. |
| Obligation tracking | AI extracts the expiration date and alerts you before renewal. |
| Free tier | Send up to 5 NDAs per month completely free. |