Free Non-disclosure Agreement (NDA) Template
A mutual non-disclosure agreement (NDA) covers what counts as confidential, how both sides can use it, what’s excluded, and what happens after a leak.
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Early strategy and operations conversations move fast, but the moment numbers, customer lists, or internal notes enter the room, the risk changes. A consultant needs enough detail to do a real diagnostic, and the buyer needs confidence the same detail won’t travel into a competitor’s hands or reappear in another deck. This non-disclosure agreement (NDA) gives both sides a clear line for what can be shared and what stays protected, so the work can start without dancing around basics.
The agreement opens by naming the kind of work that might be discussed, then defines confidential information in plain language, including commercial details, operational constraints, system exports, and the consultant’s working methods. The next sections limit use to evaluating and delivering the work, narrow who information can be shared with, and spell out common carve-outs like public information, prior knowledge, independent development, and legally required disclosure. The later sections cover how long confidentiality lasts, how return or deletion requests work (including backup and archive exceptions), who owns ideas and materials, and what happens if something leaks, including the right to ask for an order to stop further disclosure.
- That could include a strategy diagnostic Frames the kind of strategy or diagnostic work under discussion so the confidentiality terms apply before the full scope is decided.
- What counts as confidential Defines confidential information broadly, including commercial and operational data, access details, and consultant notes and methods.
- How we protect it Limits use to evaluation and delivery, narrows sharing to people who need to know, and sets the duty of care and quick flagging.
- How long it lasts Sets when the duty starts and a three-year default term from the later of project end or last disclosure, unless both sides agree otherwise.
- If something leaks Explains practical breach response and that the harmed side can seek an order to stop disclosure as well as claim damages.
Once the details are in, you send the contract for signature, and both sides sign online. The signed copy becomes the shared reference for what can be used, who can see it, and what gets returned or deleted if the work doesn’t go ahead.
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What to include in a non-disclosure agreement (NDA)
| Part | What it covers |
|---|---|
That could include a strategy diagnostic | Names the kind of strategy work that might be discussed so the confidentiality terms cover early calls and workshops, not just a signed project. |
What counts as confidential | Defines what each side should treat as private here, including business numbers and contacts, system exports, and the consultant’s working materials. |
How we protect it | Limits use to evaluating and carrying out the work, and restricts sharing to people who need it and are bound to protect it. |
What is not covered | Lists the standard exclusions, like information that’s public, already known, independently developed, or lawfully received, plus required disclosures. |
How long it lasts | Sets when confidentiality starts and how long it continues after evaluation, delivery, or project end, with a default three-year period. |
Give it back or delete it | Covers return or deletion requests, what counts as a copy, and the limited exceptions for backups and minimal legal or compliance archives. |
Who owns what | Keeps ownership with the original owner, separates each side’s materials and methods, and sets boundaries around joint workshop outputs. |
If something leaks | Covers breach response, including acting quickly to limit impact, and includes a Signature block so both sides can sign. |
Who it is for
Independent strategy consultants and operations or change management advisors who need mutual confidentiality in place before a diagnostic workshop or evaluation calls.
The contract in full
That could include a strategy diagnostic workshop and follow-on analysis, or it could stop after a few calls. This agreement is here so both sides can speak plainly.
What counts as confidential
“Confidential information” is anything you or we share that a sensible person would treat as private in this context, whether or not it is labelled confidential. For you, that typically includes margin structure, quotes and pricing logic, key accounts and customer contacts, capacity and utilisation numbers, shift patterns, supplier terms, production constraints, quality issues, backlog, pipeline, and what you plan to do about a new aerospace or medtech opportunity. For us, it includes our workshop notes, hypothesis log, analysis methods, templates, and draft thinking before we finalise it. It also includes login details, shared folders, and any exports from your systems.
How we protect it
Both sides will use the other side’s confidential information only to evaluate and, if we proceed, to carry out the work we are discussing. We will not use it for any other client, any marketing, or any internal project that is not tied to this discussion. Both sides will only share confidential information with people who need it to do their job on this project, and only if they are bound to keep it at least as safe as this agreement requires. On our side that means the two-person consulting team working with you, and we will tell you who they are. Each side will protect the other’s information with the same care it uses for its own sensitive business information, and will flag quickly if something was sent to the wrong place.
What is not covered
Information is not confidential if it is genuinely public through no fault of the receiving side. It is also not confidential if the receiving side can show it already knew it before it was shared under this agreement. Information is also not confidential if it is received lawfully from someone else who is not under a duty to keep it confidential. The same applies if it is developed independently without using the other side’s confidential information. If a side is required to disclose information by a regulator, court, auditor, or similar process, that disclosure is allowed. Where the rules permit, the receiving side will give the other side prompt notice and will share only what it has to.
How long it lasts
This agreement starts on the date it is signed and covers confidential information shared from that point onwards. If we decide not to work together, the confidentiality duties still apply to what we shared while we were evaluating the project. If we do work together, the duties still apply after the project ends. Unless we both agree in writing to a different period, the duty to protect each other’s confidential information lasts for three years from the later of (a) the end of our project, or (b) the last time confidential information was shared under this agreement. If something is still a trade secret in the everyday sense during that period, both sides will treat it as such.
Give it back or delete it
If you ask, we will return or delete your confidential information within a reasonable time, and we will confirm what we did. The same applies the other way around if we ask you. This includes copies, extracts, screenshots, and files that were moved into working folders for analysis. A couple of practical exceptions apply. Each side can keep (1) routine backups that are created automatically, and (2) a minimal archive copy where it is needed for legal, insurance, or compliance reasons. Those retained copies stay confidential under this agreement, are not used for any new purpose, and are kept locked down. If we built working papers from your information (like notes and calculation sheets), we will delete them too unless we need to keep a thin record of what we did.
Who owns what
Sharing information under this agreement does not transfer ownership. Your numbers, customer information, processes, and documents stay yours. Our materials, tools, templates, and ways of working stay ours. Nothing in this agreement gives either side a right to use the other side’s brand, name, or content outside evaluating and carrying out the project we are discussing. Just because an idea is discussed does not mean it is “given away”. If you share an idea, it stays yours. If we bring an idea, it stays ours. If we arrive at something together in a workshop, each side can use it in its own business, but neither side can lift the other’s confidential examples, data, or slides and reuse them elsewhere without clear written permission.
If something leaks
Both sides agree that a leak of confidential information can cause real harm that money alone may not fix. If there is a breach or a threatened breach, the harmed side can ask for an order to stop it, as well as claim damages for the loss. If something goes wrong, we both agree to act quickly and practically to limit the impact, including contacting unintended recipients and securing accounts or links where that is relevant.
Signature
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Questions about this contract template
Can we sign a mutual NDA before we share numbers or customer contacts?
A mutual NDA is designed for that early stage, when both sides need to share sensitive information to evaluate the work. The agreement can start from the signing date and cover what gets shared from that point onwards.
What counts as confidential information in a consulting NDA?
Confidential information usually includes anything a sensible person would treat as private in context, even if nobody labels it “confidential”. The template examples include pricing logic, key accounts, capacity data, supplier terms, system exports, and the consultant’s notes and methods.
Who can we share confidential information with during the project?
A mutual NDA typically limits sharing to people who need the information to do their role on the work. The template also requires those people to be bound to protect the information at least as tightly as the agreement requires.
What isn’t covered by an NDA?
Common exclusions include information that’s genuinely public through no fault of the receiving side, already known before disclosure, independently developed, or lawfully received from someone else. The agreement can also allow disclosure that’s legally required by a regulator, court, or auditor, with notice where rules allow.
How long does a mutual NDA last?
The template runs confidentiality for three years from the later of the end of the project or the last time confidential information was shared, unless both sides agree to a different period. Trade secrets still need trade-secret treatment during that period.
If we don’t proceed, do we have to return or delete documents and notes?
The template allows either side to ask for return or deletion within a reasonable time, including copies and extracts, with confirmation afterward. It also allows limited exceptions for routine backups and a minimal archive copy needed for legal, insurance, or compliance reasons.
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