Practical examples of nondisclosure agreement samples for startups

Startup-focused examples of nondisclosure agreement samples for startups

Most founders don’t need a 20‑page, law‑firm‑grade NDA. They need lean, targeted examples of nondisclosure agreement samples for startups that fit predictable scenarios:

• early investor conversations
• hiring employees and contractors
• sharing code and product roadmaps with partners
• testing with customers and beta users
• exploring M&A or strategic partnerships

Instead of treating NDAs as one-size-fits-all, think in terms of use cases. Each use case suggests a different example of NDA language, especially around:

• who is bound (one-way vs. mutual)
• how long confidentiality lasts
• what counts as “confidential”
• what happens if someone leaks

Below are the best examples founders regularly use, with plain-English guidance on when and how to adapt them.

1. One-way NDA for early investor or advisor conversations

For most venture investors, asking for an NDA before a first meeting is a fast way to get a polite “no.” Still, there are cases where a short, one-way NDA makes sense: niche strategic investors, small angels unfamiliar with startup norms, or advisors who will see non-public metrics.

A practical example of a one‑way investor NDA clause set looks like this:

• Purpose clause: restricts use of information to evaluating a possible investment or advisory relationship.
• Definition of Confidential Information: covers pitch decks, financials, product plans, customer lists, and non-public metrics, but carves out information that is public, already known, independently developed, or obtained from another lawful source.
• Non-use / non-disclosure: recipient agrees not to use the information for any purpose other than evaluating the company, and not to share it with anyone except employees/advisors who need to know and are under similar obligations.
• Term: 2–4 years is common for business information; trade secrets can be protected for as long as they remain trade secrets.

Modern investor practice (especially in the U.S. venture ecosystem) is widely discussed by groups like the National Venture Capital Association (NVCA) and startup clinics at universities such as Harvard Law School’s clinic. While they rarely endorse NDAs for first meetings, they do recognize narrower use for deeper diligence.

When to use this example: later-stage investor diligence, strategic corporate investors, or advisors who will see sensitive pricing, customer contracts, or non-public IP.

2. Mutual NDA for potential partners or B2B customers

Partnerships and B2B sales are where mutual NDAs shine. Both sides share sensitive information: you disclose roadmap and architecture; they disclose internal processes and data.

A mutual example of nondisclosure agreement language for startups selling into enterprises typically includes:

• Mutual obligations: both parties are “Discloser” and “Recipient” depending on who shares what.
• Security standards: recipient must use at least reasonable care, often “no less than the degree of care it uses to protect its own similar information.”
• Return or destruction: at the end of discussions, each side must return or destroy confidential materials on request.
• Residual knowledge clause (optional): allows people to use ideas retained in unaided memory, while still banning direct disclosure of documents or code. Large tech companies often insist on this.

For startups selling into regulated sectors like health or finance, this NDA will often sit alongside more specific regulatory agreements (for example, a Business Associate Agreement under HIPAA in the U.S.; see guidance from HHS.gov).

When to use this example: product integrations, API partnerships, co-marketing deals, and enterprise proof-of-concept projects.

3. Employee and contractor NDA integrated into offer or services agreements

If you’re only using stand-alone NDAs and ignoring employment and contractor agreements, you’re leaving the door wide open for leaks. Most modern startup counsel prefer to bake NDA terms directly into:

• employment agreements or handbooks
• contractor / consultant agreements
• advisor equity or consulting agreements

A strong example of nondisclosure agreement samples for startups in this category usually ties together:

• Confidentiality: broad protection for internal information, from source code and algorithms to pricing, customer data, and internal policies.
• Inventions assignment: making clear that IP created in the course of work belongs to the company (subject to state law carveouts, such as California’s protections for employee inventions developed entirely on personal time and equipment).
• Post-employment obligations: employees must continue to keep information confidential after they leave.

States such as California and Washington have updated laws around non-competes and employee mobility in recent years. Government and academic resources, like the U.S. Department of Labor and law school research centers, regularly track these trends. While NDAs are different from non-competes, courts may scrutinize them more closely if they function as de facto non-competes.

When to use this example: every new hire, contractor, and long-term advisor from day one.

4. Technical NDA for engineers, vendors, and code reviewers

Some information is more sensitive than a pitch deck: source code, security architecture, encryption keys, and vulnerability reports. When you share that level of detail — with a security auditor, outsourced dev shop, or potential acquirer’s technical team — you want more tailored language.

A more specialized example of NDA for technical disclosure often includes:

• Narrow purpose: use is restricted to testing, auditing, or evaluating the technology, not for building a competing product.
• Specific exclusions: clarifies that vulnerability or penetration testing results are confidential and may be subject to export control or cybersecurity regulations.
• Security obligations: may require industry-standard protections (for example, SOC 2–aligned controls) or specific measures for handling logs and credentials.

U.S. government guidance on cybersecurity and data protection — for instance from NIST at NIST.gov — doesn’t give you NDA templates, but it does shape what “reasonable” security looks like in 2024–2025. Courts increasingly look to these standards when deciding whether a company took reasonable care of its secrets.

When to use this example: security audits, outsourced development, due diligence involving code review, or sharing architecture with a cloud or infrastructure partner.

5. Customer and beta tester NDA for pre-launch products

Before launch, many startups run private betas or pilots with design partners. You want honest feedback, but you don’t want screenshots of your half-baked UI on social media.

A customer-facing example of nondisclosure agreement samples for startups in beta programs tends to be shorter and more readable than a typical B2B NDA. Key features include:

• Plain language: your testers may be non-lawyers; dense legalese kills participation.
• Publicity restrictions: testers agree not to share screenshots, performance results, or public reviews without your consent.
• Feedback license: testers grant you a license to use their feedback, suggestions, and bug reports without owing them royalties.

Some startups turn this into a short addendum to their regular terms of service. Others keep it as a stand-alone NDA that sits alongside click-through terms.

When to use this example: closed beta programs, pre-launch enterprise pilots, or when you’re testing pricing or positioning with a small customer group.

6. M&A or strategic transaction NDA with standstill and non-solicit

When a larger company shows interest in acquiring your startup or forming a deep strategic alliance, you may be sharing everything: revenue by customer, churn data, product roadmap, and sensitive board materials. Here, you need a more sophisticated example of NDA language that covers:

• Non-solicit of employees: prevents the potential buyer from using the process as a recruiting pipeline for your key people, at least for a defined period.
• Non-solicit of customers: in some cases, restricts them from using your data to target your customers directly.
• Standstill (for public companies): if you’re public or planning to list, can limit their ability to buy your stock or launch a hostile bid for a set time.

These NDAs are often heavily negotiated. They’re a good time to bring in experienced counsel or at least compare your draft to public deal documents and commentary from law schools or bar associations.

When to use this example: serious acquisition interest, joint ventures, or deep strategic partnerships where you’re opening the kimono on your entire business.

7. Open-source and community contributor NDA alternatives

Not every situation calls for a classic NDA. If your startup leans on open-source contributions or runs a public developer program, you may want to avoid NDAs that scare away contributors.

In those cases, instead of standard examples of nondisclosure agreement samples for startups, you might use:

• Contributor License Agreements (CLAs): define how contributors grant you rights to their code or documentation.
• Public contribution guidelines: explain what’s private (for example, security vulnerabilities) and what should be discussed in public issue trackers.

Organizations like the Apache Software Foundation and the Linux Foundation provide public templates and guidance on contributor agreements, which can sit alongside narrower NDAs for truly sensitive information.

When to use this example: open-source projects with a commercial core, public APIs with community input, or bug bounty programs.

8. Trends in startup NDAs for 2024–2025

If you compare older templates to modern examples of nondisclosure agreement samples for startups, several trends stand out:

Shorter, clearer documents. Busy investors and partners are more likely to sign a 3–5 page NDA than a 15‑page monster. Startups are trimming archaic legalese and favoring plain English.

Data protection baked in. With ongoing attention to privacy laws and cybersecurity incidents, NDAs now more often:

• reference data protection laws in broad strokes
• clarify how personal data should be handled
• align with internal security policies and frameworks such as those published by NIST

More attention to employee mobility. U.S. regulators and courts have been pushing back on overbroad restrictions that look like non-competes in disguise. That means your employee NDA should:

• focus on actual confidential information and trade secrets
• avoid vague bans on working for competitors

Digital workflows. Electronic signature and cloud document management are standard. Modern NDAs anticipate:

• e-signatures as valid
• email as an acceptable notice method
• secure cloud storage as the default location for confidential documents

These trends don’t replace legal advice, but they do shape what the market sees as “reasonable” when it comes to examples of nondisclosure agreement samples for startups.

How to choose the right NDA example for your startup

Instead of hunting for a single perfect template, think in terms of a small toolkit of NDA variants:

• one-way investor/advisor NDA
• mutual partner / B2B NDA
• employee / contractor NDA language
• technical / security NDA
• M&A / strategic transaction NDA
• beta tester / customer NDA

Start with a vetted base form — from a startup clinic at a university, a bar association, or a well-regarded accelerator — and then adapt. Many law schools, such as those at major U.S. universities, run entrepreneurship or cyberlaw clinics that publish sample agreements and commentary. These can be more aligned with current practice than random templates from the internet.

When you adapt examples of nondisclosure agreement samples for startups, pay special attention to:

• Scope: is the definition of “Confidential Information” too broad or too narrow?
• Duration: does the obligation last long enough to matter, but not so long that the other side balks?
• Remedies: do you have the right to seek an injunction (court order) to stop a leak quickly?
• Jurisdiction: which state or country’s law applies, and where disputes must be resolved?

If a counterparty insists on using their own NDA, compare it against your preferred example of NDA language. Often you can tweak a few clauses (definition of confidential information, term, and residuals) and end up with something workable.

FAQs about NDA templates and real examples for startups

What are some practical examples of nondisclosure agreement samples for startups?

Common real examples include: a short one-way NDA for deeper investor diligence, a mutual NDA for B2B partnerships and enterprise sales, employee and contractor confidentiality clauses in offer letters, a technical NDA for sharing source code and security details, a beta tester NDA for pre-launch products, and a more detailed M&A NDA with non-solicit language for serious acquisition talks.

Is there a simple example of a one-page NDA that still protects a startup?

Yes. Many lawyers now draft lean, one- to two-page NDAs that focus on four pillars: what’s confidential, how it can be used, how long the obligations last, and how disputes are handled. These short forms work well for early-stage conversations, as long as they still include standard carveouts (public information, prior knowledge, independent development, and lawful third-party sources).

Are free online NDA templates safe for startups to use?

They can be a starting point, but you should treat them as examples rather than plug-and-play solutions. Templates may be outdated, written for different jurisdictions, or overly broad in ways that scare off investors and partners. Whenever possible, compare them against examples of nondisclosure agreement samples for startups from trusted sources such as university entrepreneurship clinics, bar associations, or accelerators, and have a lawyer review your final version.

Do all investors refuse to sign NDAs?

Not all, but most institutional venture funds in the U.S. avoid NDAs for initial meetings. They see too many pitches and don’t want to risk claims that they misused information. However, some will sign narrower NDAs later in the process, especially when reviewing detailed financials, customer contracts, or sensitive technical materials.

How long should NDA obligations last for a startup?

Market practice varies. For general business information, 2–4 years is common. For technical trade secrets — like proprietary algorithms — many NDAs say obligations continue as long as the information remains a trade secret under applicable law. Courts and commentators, including those referenced by NIST and academic research centers, often look at whether the duration makes sense given the type of information involved.

Legal note: This article is for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction, and how a court treats any particular NDA depends on the facts. For specific situations, talk with a qualified attorney licensed in your jurisdiction.