Best examples of non-disclosure agreement examples for partnerships
Real-world examples of non-disclosure agreement examples for partnerships
Let’s start where most lawyers don’t: with real situations. Below are practical examples of non-disclosure agreement examples for partnerships that mirror how modern businesses actually collaborate.
These are not copy‑paste templates. They’re patterns you can adapt with your attorney, depending on whether your partnership is:
- Short-term or long-term
- Domestic or international
- Regulated (healthcare, finance) or relatively low‑risk (marketing, design)
Example 1: Startup–enterprise technology co-development partnership
Imagine a SaaS startup partnering with a Fortune 500 company to build a custom AI analytics tool. Both sides bring sensitive information:
- The startup shares proprietary algorithms, training data, and source code.
- The enterprise shares customer data (hopefully de‑identified), internal workflows, and strategic roadmaps.
In this example of a non-disclosure agreement for partnerships, the NDA typically:
- Defines confidential information extremely broadly, including source code, APIs, models, training data sets, and technical documentation.
- Carves out data privacy compliance obligations, referencing laws like the California Consumer Privacy Act (CCPA) and the EU’s GDPR if data crosses borders.
- Specifies security standards, often tying them to industry norms or frameworks (for instance, SOC 2–level protections or NIST-style controls). For reference on security and privacy frameworks, the U.S. National Institute of Standards and Technology (NIST) publishes helpful guidance: https://www.nist.gov.
- Includes residuals clauses very carefully, or excludes them entirely, to prevent the enterprise from informally “remembering” and reusing the startup’s trade secrets.
In many of the best examples of non-disclosure agreement examples for partnerships in tech, you’ll also see:
- Mutual NDAs instead of one‑way, because both sides share sensitive information.
- Longer survival periods (5–7 years or tied to trade secret life) for technical information, since algorithms and models can stay valuable for a long time.
Example 2: Joint marketing partnership between two brands
Now switch contexts. Two mid‑size consumer brands partner on a co‑branded campaign. They share:
- Customer demographic and behavioral data
- Campaign performance metrics
- Pricing, discount strategies, and future promotion calendars
Here, the NDA is usually lighter than in a hardcore tech deal but still matters. In this example of a non-disclosure agreement for partnerships in marketing, the agreement typically:
- Defines confidential information to clearly include customer lists, email addresses, and not‑yet‑public marketing plans.
- Limits use of data strictly to the joint campaign (no retargeting outside the partnership without consent).
- Addresses data ownership—each party keeps ownership of its own customers, with shared insights used only as agreed.
Some of the best examples of non-disclosure agreement examples for partnerships in marketing also incorporate:
- Shorter terms (2–3 years), because campaign data loses value relatively quickly.
- Strong non-solicitation provisions if either party is worried the other will poach key employees or strategic partners discovered through the collaboration.
Example 3: Healthcare research collaboration between a clinic and a university
Partnerships in healthcare and life sciences add another layer: regulatory compliance. Picture a U.S. hospital system partnering with a university research lab on a clinical study. They share:
- De‑identified patient data
- Study protocols and trial designs
- Preliminary research results and IP strategies
In this example of a non-disclosure agreement for partnerships in healthcare, the NDA must sit comfortably alongside HIPAA and research ethics rules. You’ll often see:
- Explicit references to HIPAA and the need to comply with all applicable privacy laws. For background, see the U.S. Department of Health & Human Services HIPAA overview: https://www.hhs.gov/hipaa/index.html.
- Clear definitions of de‑identified vs. identifiable data, and strict rules against re‑identifying patients.
- Publication rights clauses, balancing academic freedom with the hospital’s need to protect trade secrets and patent filings.
- IP ownership provisions that distinguish between background IP (what each party brought in) and foreground IP (what’s created together).
Examples of non-disclosure agreement examples for partnerships in healthcare frequently run in parallel with data use agreements and institutional review board (IRB) approvals. The NDA is only one piece of the compliance stack.
Example 4: Manufacturing and supply chain partnership
Consider a U.S. hardware company partnering with an overseas manufacturer. They share:
- Product designs and CAD files
- Bill of materials (BOM) and supplier lists
- Cost structures and pricing strategies
In this type of partnership, the NDA is often the front line against:
- Copycat products
- Leakage of designs to competitors
- Misuse of proprietary production methods
A typical example of a non-disclosure agreement for partnerships in manufacturing includes:
- Detailed definitions of technical confidential information, including drawings, prototypes, test results, and process parameters.
- Restrictions on subcontracting, requiring written consent before sharing confidential information with any sub‑suppliers.
- Audit and inspection rights tied to confidentiality and security obligations.
- Jurisdiction and dispute resolution clauses tuned for cross‑border enforcement, sometimes adding arbitration under rules like the ICC or AAA.
Some of the best examples of non-disclosure agreement examples for partnerships in manufacturing also tie into export control rules, especially if technologies could implicate U.S. export laws. The U.S. Department of Commerce’s Bureau of Industry and Security offers guidance on export controls: https://www.bis.doc.gov.
Example 5: Influencer–brand partnership with early product access
Influencers and content creators now get early access to unreleased products, financial data (affiliate rates, margin details), and confidential strategy. In this example of a non-disclosure agreement for partnerships in the creator economy, the NDA usually:
- Prohibits disclosure of unreleased product features, launch dates, and pricing.
- Addresses social media behavior, banning leaks, hints, or “Easter egg” reveals before agreed dates.
- Clarifies ownership of content, separating sponsored deliverables from behind‑the‑scenes confidential information.
The best examples of non-disclosure agreement examples for partnerships with influencers often integrate or reference FTC endorsement guidelines (see the Federal Trade Commission’s guidance on endorsements and testimonials: https://www.ftc.gov/business-guidance/resources/ftcs-endorsements-guides-what-people-are-asking). That way, the confidentiality obligations don’t accidentally encourage misleading advertising or non‑compliant disclosures.
Example 6: Joint venture (JV) exploration between two competitors
Sometimes, potential partners are also competitors. Imagine two logistics companies exploring a joint venture for last‑mile delivery. They share:
- Route optimization data
- Pricing models and margins
- Vendor contracts and cost structures
In this example of a non-disclosure agreement for partnerships between competitors, the NDA has to walk a fine line between collaboration and antitrust risk. Typical features include:
- Tight purpose limitation, restricting use of confidential information solely to evaluating the proposed JV.
- No reverse engineering or analytics on the other party’s data beyond what’s necessary for the evaluation.
- Clear return or destruction obligations if the JV doesn’t move forward.
- Non‑use clauses that bar the parties from using the shared information to compete more aggressively if they decide not to partner.
Some of the best examples of non-disclosure agreement examples for partnerships between competitors also include antitrust‑sensitive language and may be reviewed by specialized antitrust counsel.
Example 7: Nonprofit–corporate social impact partnership
A nonprofit and a corporation might partner on a social impact initiative, sharing:
- Donor data and fundraising strategies
- Internal ESG metrics and impact reports
- Sensitive community or beneficiary information
In this example of a non-disclosure agreement for partnerships in the nonprofit space, the NDA typically:
- Protects donor identities and giving histories.
- Addresses reputational risk, including how confidential issues are handled if the project faces public scrutiny.
- Clarifies public communications, so press releases and impact reports don’t accidentally disclose confidential data.
Here, examples of non-disclosure agreement examples for partnerships tend to be more values‑driven, but the legal mechanics are similar: define what’s confidential, limit use, and control disclosure.
Key clauses that show up in the best examples of non-disclosure agreement examples for partnerships
Looking across these scenarios, patterns emerge. The best examples of non-disclosure agreement examples for partnerships tend to handle the following clauses with care.
1. Definition of confidential information
Good NDAs don’t just say “anything shared is confidential.” They:
- Enumerate categories: technical, commercial, financial, personal data, research data, etc.
- Clarify whether oral disclosures must be confirmed in writing to be protected.
- Exclude information that is already public, independently developed, or lawfully obtained from a third party.
In tech and healthcare examples of non-disclosure agreement examples for partnerships, definitions also cross‑reference applicable privacy or cybersecurity rules.
2. Purpose and permitted use
This is where many NDAs quietly fail. The agreement should:
- Tie use of confidential information to a specific partnership purpose (e.g., “co-developing and testing the XYZ Platform”).
- Prohibit use outside that partnership or for competitive analysis.
In a strong example of a non-disclosure agreement for partnerships, the purpose clause is narrow enough to prevent misuse but broad enough to let the partnership function without constant amendments.
3. Term and survival
Partnership NDAs usually distinguish between:
- Term of the agreement (how long parties can share information)
- Survival period (how long confidentiality obligations last)
In many best‑practice examples of non-disclosure agreement examples for partnerships:
- Commercial NDAs: 2–5 years of survival.
- Trade secrets and source code: potentially indefinite, or “for so long as such information remains a trade secret under applicable law.”
4. Data security and privacy
Especially in 2024–2025, regulators and customers expect more than a vague “we’ll keep it safe.” Modern NDAs often:
- Reference specific security standards or “industry‑standard administrative, technical, and physical safeguards.”
- Require prompt breach notification and cooperation in incident response.
- Address cross‑border transfers and compliance with laws like CCPA, GDPR, or HIPAA where relevant.
For context on data protection and cybersecurity best practices, the Federal Trade Commission provides business guidance: https://www.ftc.gov/business-guidance.
5. Disclosure to affiliates, contractors, and advisors
Real partnerships involve more than the two signatories. Solid examples of non-disclosure agreement examples for partnerships clarify that confidential information can be shared with:
- Employees with a need to know
- Contractors and consultants bound by similar obligations
- Legal, tax, or financial advisors
But they also make the disclosing party responsible for those people’s compliance.
6. Return, destruction, and residuals
When the partnership ends—or never gets off the ground—the NDA should explain what happens next:
- Return or certified destruction of confidential materials
- Limits on backup retention and archival copies
- Whether “residuals” (information retained in unaided memory) can be used
In the best examples of non-disclosure agreement examples for partnerships where trade secrets are central, residuals clauses are either banned outright or drafted very narrowly.
Drafting tips inspired by real examples of non-disclosure agreement examples for partnerships
If you’re adapting these patterns with your attorney, a few practical tips stand out from real‑world disputes and negotiations:
- Match the NDA to the partnership, not the other way around. A one‑page NDA might be fine for a short discovery call. It’s risky for a multi‑year co‑development project involving source code and regulated data.
- Be honest about who is really disclosing more. If one side is exposing core trade secrets and the other is sharing mostly public marketing plans, a mutual NDA might still work—but the heavier discloser may want extra protections.
- Watch for silent data ownership shifts. NDAs can accidentally hint that jointly created data or insights are “owned” by one party. Keep ownership language clean and consistent with your main partnership agreement.
- Coordinate the NDA with your main contract. The NDA should not conflict with IP, data, or liability provisions in your master services agreement (MSA), joint venture agreement, or partnership contract.
FAQ: examples of non-disclosure agreement examples for partnerships
Q1: Can you give a simple example of a non-disclosure agreement for a small business partnership?
Yes. Picture two small agencies—one design, one development—teaming up to pitch a client. They sign a short mutual NDA that:
- Defines confidential information as client lists, pricing, pitch decks, and technical implementation ideas.
- Allows use of shared information only to prepare and deliver the joint pitch and, if they win, to perform the project.
- Requires each agency to keep the other’s materials confidential for three years and to return or destroy them on request.
Q2: What are common mistakes in real examples of non-disclosure agreement examples for partnerships?
Frequent mistakes include:
- Overly vague purpose clauses that let partners reuse information for unrelated projects
- No mention of subcontractors, even though work is heavily outsourced
- Short survival periods for information that clearly functions as a trade secret
- Silence on data privacy or security, even when personal data is involved
Q3: Are there standard templates or best examples I can copy for my partnership NDA?
Public templates exist, including educational resources from law schools and legal clinics, but they’re starting points, not plug‑and‑play contracts. Laws differ by jurisdiction, and your industry might have specific regulations (for example, healthcare or finance) that generic forms ignore. Use examples of non-disclosure agreement examples for partnerships as inspiration, then work with a qualified attorney to customize them.
Q4: How long should confidentiality last in partnership NDAs?
There’s no single answer. Commercial information in many examples of non-disclosure agreement examples for partnerships is protected for 2–5 years. Truly sensitive trade secrets—formulas, algorithms, proprietary processes—are often protected indefinitely or for as long as they qualify as trade secrets under applicable law.
Q5: Do NDAs in partnerships also cover intellectual property ownership?
Sometimes, but not always. Many NDAs focus on use and disclosure, while IP ownership and licensing are handled in a separate agreement (like an MSA or JV agreement). In better‑drafted examples of non-disclosure agreement examples for partnerships, the NDA will at least clarify that no license is granted just by sharing information, unless explicitly stated.
Final thought
Partnerships live or die on trust—and trust is easier to maintain when the rules are clear. Studying real‑world examples of non-disclosure agreement examples for partnerships helps you see beyond boilerplate and into the specific risks your deal actually carries. Use these patterns as a checklist, then customize with counsel so your NDA reflects your business reality, not just legal tradition.
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