Best Examples of Nondisclosure Agreement Samples for Trade Secrets

Examples of Trade Secret NDA Clauses You Can Actually Use

Most articles start with definitions. Let’s do something more useful and start with concrete examples of nondisclosure agreement samples for trade secrets you can adapt today.

Below are several scenario‑based NDA samples, each focused on protecting trade secrets in a different context. These are illustrative examples, not one‑size‑fits‑all templates, but they show the structure and wording lawyers actually use.

1. Startup Pitch NDA – Protecting Product Roadmaps and Algorithms

Founders often ask whether investors will sign NDAs. Many won’t. But when they do — especially strategic investors or potential acquirers — the language around trade secrets matters.

Here is an example of nondisclosure agreement language for a startup sharing a recommendation algorithm and growth strategy:

Confidential Information and Trade Secrets. “Confidential Information” includes all non‑public information disclosed by Disclosing Party to Receiving Party, whether oral, written, or in electronic form, including without limitation: product roadmaps, pricing strategies, customer lists, financial projections, and technical information regarding Disclosing Party’s proprietary algorithms, source code, models, and data sets (collectively, “Trade Secrets” to the extent such information qualifies as trade secrets under applicable law).

Receiving Party shall use at least the same degree of care it uses to protect its own trade secrets, and in no event less than reasonable care, to prevent unauthorized use or disclosure of the Trade Secrets.

This example of NDA language does two important things:

• It folds trade secrets into the broader “Confidential Information” bucket, so you don’t need a separate agreement.
• It ties the term “Trade Secrets” to applicable law, which matters because courts often look to statutes like the Defend Trade Secrets Act (DTSA) in the U.S. (15 U.S.C. § 1836).

When you look at examples of nondisclosure agreement samples for trade secrets used by startups, you’ll notice this pattern: broad definition, explicit mention of algorithms, code, and data, and a reasonableness standard for protection.

2. Manufacturing & Product Design NDA – CAD Files and Formulas

Manufacturers live and die by proprietary processes, tolerances, and formulations. Here’s an example of nondisclosure agreement language for a U.S. manufacturer sharing CAD files and process specifications with an overseas supplier:

Trade Secret Manufacturing Information. The parties acknowledge that Disclosing Party’s CAD drawings, bills of materials, tolerances, tooling specifications, quality control procedures, and chemical or material formulations (the “Manufacturing Trade Secrets”) derive independent economic value from not being generally known to, and not being readily ascertainable by, other persons who can obtain economic value from their disclosure or use.

Receiving Party shall use the Manufacturing Trade Secrets solely to manufacture products for Disclosing Party and for no other purpose, and shall not reverse engineer, decompile, or otherwise analyze the Manufacturing Trade Secrets to create derivative designs or products.

This example of a trade secret NDA clause tracks the language courts use when applying U.S. trade secret law. If you compare it to the Uniform Trade Secrets Act (UTSA) definition, which many states follow (see overview from the Uniform Law Commission), you’ll see the familiar “independent economic value” and “not readily ascertainable” phrases.

3. Software Source Code NDA – Access for Contractors and Vendors

Giving a contractor or vendor access to your private Git repository without a tailored NDA is asking for trouble. Here’s one of the best examples of nondisclosure agreement samples for trade secrets in a software context:

Source Code and Technical Trade Secrets. Without limiting the foregoing, Confidential Information includes Disclosing Party’s source code, object code, software architecture, APIs, schemas, development tools, test data, and documentation (collectively, “Technical Trade Secrets”). Receiving Party shall not:

(a) copy, reproduce, or store Technical Trade Secrets except as strictly necessary to perform services under this Agreement;

(b) disclose Technical Trade Secrets to any subcontractor without Disclosing Party’s prior written consent and a written nondisclosure agreement at least as protective as this Agreement; or

(c) use Technical Trade Secrets to develop, enhance, or operate any product or service that competes with Disclosing Party’s products or services.

Real examples of software NDAs almost always include a non‑use restriction like subsection (c). Courts distinguish between:

• Non‑disclosure (don’t share it), and
• Non‑use (don’t use it for your own benefit).

If you only prohibit disclosure, a vendor might argue they can still use your ideas internally. Strong examples of nondisclosure agreement samples for trade secrets shut that door clearly.

4. M&A Due Diligence NDA – Sharing “The Whole Company”

In mergers and acquisitions, the buyer needs to see everything: customer data, pricing, vendor terms, even litigation risk. That means your NDA needs teeth.

A typical example of an M&A nondisclosure agreement sample for trade secrets might say:

Use and Disclosure Restrictions. Receiving Party shall use Confidential Information, including any Trade Secrets, solely for the purpose of evaluating a potential transaction between the parties (the “Permitted Purpose”). Receiving Party shall not, and shall not permit its Representatives to, use Confidential Information for competitive analysis, solicitation of Disclosing Party’s employees or customers, or any other purpose not directly related to the Permitted Purpose.

Receiving Party may disclose Confidential Information only to those of its directors, officers, employees, attorneys, accountants, and financial advisors (collectively, “Representatives”) who have a need to know such information for the Permitted Purpose and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.

The best examples of nondisclosure agreement samples for trade secrets in M&A settings do three things:

• Lock the purpose tightly.
• Control who can see the information.
• Make the buyer responsible for leaks by its Representatives.

If you are looking for real examples, many public companies file their form NDAs and deal documents with the U.S. Securities and Exchange Commission (SEC). You can search the EDGAR database for “Confidentiality Agreement” to see how large deals handle trade secrets: https://www.sec.gov/edgar/search-and-access.

5. Employee NDA & Trade Secret Acknowledgment – Post‑Employment Risk

Employees are still the biggest source of trade secret leaks, whether intentional or accidental. A standard at‑will employment agreement often includes a trade secret NDA section. Here is an example of nondisclosure agreement language tailored to employees in the U.S.:

Trade Secrets and Confidentiality. Employee acknowledges that, during employment, Employee will have access to and become familiar with Employer’s trade secrets and other confidential information, including but not limited to product designs, pricing strategies, customer identities and preferences, marketing plans, and internal processes (“Trade Secrets and Confidential Information”).

Employee agrees that, both during and after employment, Employee will not directly or indirectly use or disclose any Trade Secrets and Confidential Information for any purpose other than performing duties for Employer, except as required by law. This obligation shall continue for so long as the information qualifies as a trade secret under applicable law and, for all other confidential information, for a period of five (5) years after termination of employment.

This example of a trade secret NDA clause for employees reflects two important legal realities:

• Trade secret protection can last indefinitely as long as the information remains secret and has economic value.
• Non‑trade‑secret confidential information can have a time‑limited obligation (five years here), which many courts view as reasonable.

For background on how U.S. law treats employee trade secret misuse, the U.S. Department of Justice has a helpful overview of trade secret enforcement trends: https://www.justice.gov/criminal-division/computer-crime-intellectual-property-section

6. Biotech & Clinical Collaboration NDA – Lab Data and Protocols

Biotech companies often share highly sensitive lab protocols, clinical trial designs, and pre‑publication data with research partners, universities, or CROs. Here’s one of the more specialized examples of nondisclosure agreement samples for trade secrets in that space:

Scientific Data and Trade Secrets. Confidential Information includes all scientific, technical, and business information disclosed by Disclosing Party, including without limitation: experimental designs, laboratory notebooks, protocols, assay methods, negative and positive results, clinical trial designs, statistical analysis plans, regulatory strategies, and unpublished manuscripts (collectively, “Scientific Trade Secrets” to the extent protected under applicable trade secret law).

Receiving Party shall not publish or submit for publication any manuscript, abstract, or presentation containing or referencing Scientific Trade Secrets without Disclosing Party’s prior written consent.

This kind of NDA language is common in collaboration agreements between private companies and universities. Many universities publish sample NDAs or guidance on protecting research data; for instance, the Harvard Office of Technology Development provides general IP and confidentiality guidance for researchers: https://otd.harvard.edu/resources/.

7. Data‑Sharing NDA – AI Training Data and Analytics

From 2024 into 2025, one of the biggest NDA trends is around data used for AI training and advanced analytics. Companies are treating datasets as trade secrets, especially where they include proprietary labeling, cleaning, or enrichment.

Here is an updated 2024‑style example of NDA language for trade secret data sharing:

Proprietary Data Sets and Annotations. Confidential Information includes Disclosing Party’s proprietary data sets, including raw, processed, labeled, or annotated data, as well as schemas, taxonomies, feature engineering methods, and model evaluation metrics (collectively, “Data Trade Secrets”). Receiving Party shall not use Data Trade Secrets to train, fine‑tune, or evaluate any machine learning or artificial intelligence models except as expressly permitted in a statement of work signed by both parties.

Receiving Party shall not combine Data Trade Secrets with its own or third‑party data in a manner that would allow inference of Disclosing Party’s underlying data or business strategies.

If you’re comparing modern examples of nondisclosure agreement samples for trade secrets, this is where you’ll see the most change between 2020 and 2025: explicit restrictions on AI training and data inference.

Key Building Blocks Seen in the Best Examples of Trade Secret NDAs

Looking across these examples of nondisclosure agreement samples for trade secrets, some patterns show up repeatedly. When you’re drafting or reviewing your own NDA, pay attention to these building blocks.

Clear, Statute‑Friendly Definition of Trade Secrets

The best examples:

• Reference that trade secrets have economic value from not being generally known.
• Note they are not readily ascertainable by proper means.
• Tie obligations to “applicable law”, which in the U.S. usually means state versions of the UTSA plus the DTSA.

For a plain‑language overview of trade secrets in U.S. law, the U.S. Patent and Trademark Office offers a helpful guide: https://www.uspto.gov/ip-policy/trade-secret-policy.

Non‑Use, Not Just Non‑Disclosure

Many weak NDAs say “don’t disclose” but say nothing about use. Strong examples of nondisclosure agreement samples for trade secrets always:

• Prohibit use of the information for any purpose other than the defined Permitted Purpose.
• Block development of competing products using the disclosing party’s trade secrets.
• Restrict reverse engineering of samples, prototypes, or code.

Courts have enforced these clauses when they’re clear and tied to legitimate trade secret protection, especially where the agreement doesn’t overreach into broad non‑compete territory.

Reasonable Safeguards and Access Controls

Real examples of enforceable NDAs often require the receiving party to:

• Use at least the same degree of care it uses for its own trade secrets.
• Limit access to people with a need to know.
• Maintain physical, technical, and administrative safeguards.

These expectations align with general cybersecurity and privacy best practices. For context on reasonable data protection standards, you can look at guidance from the National Institute of Standards and Technology (NIST): https://www.nist.gov/cyberframework.

Carve‑Outs and Whistleblower Protections

Modern examples of nondisclosure agreement samples for trade secrets also include:

• Standard carve‑outs for information that is already public, independently developed, or received from a third party without a duty of confidentiality.
• A clause recognizing rights under the DTSA whistleblower immunity provision, which protects employees who disclose trade secrets to the government or in court filings under seal when reporting suspected wrongdoing.

That last piece is not just good practice; in the U.S., failing to include a DTSA notice can limit your ability to recover certain damages from employees in litigation.

FAQs About Trade Secret NDAs and Real‑World Examples

Q1. What are some real‑world examples of nondisclosure agreement samples for trade secrets?
Real examples include:

• A SaaS company NDA that defines “Technical Trade Secrets” to cover source code, schemas, and internal tools.
• A manufacturing agreement where “Manufacturing Trade Secrets” explicitly includes tolerances, tooling, and QC procedures.
• An M&A confidentiality agreement limiting use of Trade Secrets strictly to evaluating a potential deal.
• A biotech collaboration NDA that treats lab notebooks and negative results as “Scientific Trade Secrets.”

These examples of nondisclosure agreement samples for trade secrets all share the same structure: broad but precise definitions, non‑use restrictions, and clear access controls.

Q2. Can I copy an example of a trade secret NDA I find online?
You can use public examples of nondisclosure agreement samples for trade secrets as starting points, but copying them word‑for‑word is risky. Laws differ by state and country, and your business model, data flows, and risk tolerance are specific to you. Treat online samples as patterns to learn from, then have a qualified attorney adapt them to your situation.

Q3. How long should a trade secret NDA last?
For information that legally qualifies as a trade secret, examples of NDAs often say the obligation lasts for as long as the information remains a trade secret under applicable law. For other confidential information, many agreements use a fixed term, often between two and seven years. The mix you choose should reflect how long the information will actually matter in your industry.

Q4. Are mutual or one‑way NDAs better for trade secrets?
If both parties are sharing sensitive information, mutual NDAs are common. Many mutual examples of nondisclosure agreement samples for trade secrets simply mirror the same protections for each side. If only one side is sharing meaningful trade secrets, a one‑way NDA is usually simpler and easier to administer.

Q5. Where can I find more examples of NDA language for trade secrets?
You can review:

• SEC‑filed confidentiality agreements in the EDGAR database for large public company deals.
• University technology transfer office resources, which often include sample NDAs for research collaborations.
• Government and educational resources explaining trade secret law, such as the USPTO’s trade secret policy page.

Use those as reference points, then work with counsel to turn those examples of nondisclosure agreement samples for trade secrets into agreements that fit your specific deals and jurisdictions.

Important disclaimer: The examples of nondisclosure agreement samples for trade secrets in this article are for informational purposes only and do not constitute legal advice. Trade secret and contract laws vary by state and country. Always consult a qualified attorney licensed in your jurisdiction before relying on any NDA language in an actual transaction or employment relationship.