Non-Disclosure Agreement Examples for Startups

Understanding Non-Disclosure Agreements for Startups

Non-Disclosure Agreements (NDAs) are critical legal tools that startups use to protect their confidential information. These agreements help prevent sensitive data from being disclosed to unauthorized parties, ensuring that innovative ideas and proprietary business strategies remain secure. Below are three diverse examples of NDAs specifically designed for startups, illustrating different contexts and use cases.

Example 1: Investor NDA

Context

When a startup seeks investment, it often needs to share sensitive information about its business model, financial projections, and proprietary technology with potential investors. To protect this information, a Non-Disclosure Agreement is essential.

The NDA ensures that investors cannot disclose or use the shared information for their benefit.

Example

This Non-Disclosure Agreement (“Agreement”) is entered into as of [Date] by and between [Startup Name], located at [Address] (“Disclosing Party”) and [Investor Name], located at [Address] (“Receiving Party”).

1. Definition of Confidential Information:
“Confidential Information” includes all written, electronic, or oral information disclosed by the Disclosing Party to the Receiving Party, including but not limited to: business plans, financial statements, customer lists, and proprietary technology.

2. Obligations of Receiving Party:
The Receiving Party agrees to:

• Keep the Confidential Information in strict confidence.
• Not disclose the Confidential Information to any third party without prior written consent.
• Use the Confidential Information solely for the evaluation of potential investment in the Disclosing Party.

3. Term:
This Agreement shall remain in effect for [two years] from the date of disclosure of the Confidential Information.

4. Miscellaneous:
This Agreement shall be governed by the laws of [State].

Notes

• Consider including a clause about the return or destruction of confidential materials after the NDA expires.
• The duration of confidentiality can be adjusted based on specific business needs.

Example 2: Co-Founder NDA

Context

In the early stages of a startup, co-founders often share sensitive information about their business ideas, strategies, and operational plans. An NDA between co-founders is crucial to prevent any potential misuse of shared information.

Example

This Non-Disclosure Agreement (“Agreement”) is made as of [Date] between [Co-Founder 1 Name] and [Co-Founder 2 Name] (collectively, the “Parties”).

1. Definition of Confidential Information:
“Confidential Information” means all information that is proprietary or confidential to the Parties, including but not limited to: ideas, concepts, designs, methods, processes, and financial information.

2. Non-Disclosure Obligations:
Each Party agrees to:

• Maintain the confidentiality of the Confidential Information.
• Not disclose any Confidential Information to any third party without prior written consent.
• Use the Confidential Information only for purposes related to the startup.

3. Duration:
This Agreement shall last for [five years] from the date of signing.

4. Exceptions:
Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement.
• Was known to the receiving Party prior to disclosure.

Notes

• It’s advisable to outline the consequences of breach to ensure accountability.
• The duration can be extended if the startup deals with highly sensitive information.

Example 3: Employee NDA

Context

As startups grow, they hire employees who will have access to proprietary information. An Employee NDA helps protect the startup’s intellectual property and trade secrets from being shared externally.

Example

This Non-Disclosure Agreement (“Agreement”) is made effective as of [Date] by and between [Startup Name] (“Employer”) and [Employee Name] (“Employee”).

1. Definition of Confidential Information:
“Confidential Information” includes all non-public information, whether written or oral, related to the Employer’s business, including but not limited to: business plans, technical data, trade secrets, and customer information.

2. Employee Obligations:
The Employee agrees to:

• Keep all Confidential Information confidential and not disclose it to any third party.
• Use the Confidential Information solely for the purpose of fulfilling their job responsibilities.
• Return all Confidential Information upon termination of employment.

3. Duration:
This Agreement shall remain in effect during the term of employment and for [two years] thereafter.

4. Governing Law:
This Agreement shall be governed by the laws of [State].

Notes

• Ensure that the NDA is signed during the onboarding process.
• Consider including a non-compete clause for further protection.

These examples illustrate the importance of Non-Disclosure Agreements for startups in various contexts. By implementing NDAs, startups can safeguard their sensitive information, fostering a secure environment for innovation and growth.