Template
Non-Disclosure Agreement (NDA)
What this is: A mutual confidentiality shield for negotiations, so you can show an investor your books, customer lists, and patterns without arming a future competitor.
MUTUAL NON-DISCLOSURE AGREEMENT
Date: ____________ Party A: ______________________ · Party B: ______________________ Purpose of disclosure: evaluating a potential investment loan partnership in ______________________.
1. What Counts as Confidential
Information disclosed by either party for the Purpose, including: financial records and accounts; customer and supplier lists; pricing and costing; patterns, designs, and production methods (see Volume 05: patterns as IP); business plans; the fact that these discussions are happening.
2. What Doesn't
Information that: is already public through no breach; was lawfully known before disclosure; is received from a third party without duty of confidence; must be disclosed by law (with prompt notice where lawful).
3. Obligations
Each party will: use Confidential Information only for the Purpose; share it only with advisers who need it and are bound to equal confidence; return or destroy it on request if discussions end; not use it to compete, solicit customers/staff, or copy designs.
4. Duration
Obligations last ____ years from this date (commonly 2–5), surviving the end of discussions.
5. No Deal Implied
This NDA creates no obligation to invest, lend, or partner. It only protects the conversation.
6. Remedies and Disputes
Breach may cause harm money can't fully repair; the injured party may seek an injunction plus damages. Disputes: negotiation → mediation → arbitration courts of ______________.
Signatures
| Signature | Name | Date | |
|---|---|---|---|
| Party A | |||
| Party B |