Practical examples of non-disclosure agreement examples for startups

Startup-friendly examples of non-disclosure agreement examples for startups

Let’s start where founders actually live: real conversations. The best examples of non-disclosure agreement examples for startups grow out of specific use cases, not generic templates.

Here are six common startup scenarios, each with a different NDA flavor:

1. Example of a one-way NDA for early investor conversations

You’re sending a detailed pitch deck and product roadmap to an angel investor. They want to see your numbers, but they won’t share anything confidential back. This is where a one-way NDA shines.

A practical example of language:

Purpose – “The Disclosing Party may share certain non-public information regarding its business, technology, financial performance, product roadmap, and fundraising plans with the Receiving Party for the sole purpose of evaluating a potential investment in the Disclosing Party.”

Key features for startups:

• Narrow purpose: evaluation of a potential investment only.
• Short term: 2–3 years of confidentiality is usually enough for early-stage decks.
• Clear exclusions: anything already public, independently developed, or lawfully received from another source is not confidential.

Real-world note: many institutional investors refuse NDAs for initial pitches. For them, you usually share a higher-level deck without sensitive trade secrets. This is one of those examples of non-disclosure agreement examples for startups where the right move is sometimes to not insist on an NDA at all.

2. Example of a mutual NDA for product partnerships

Now imagine you’re exploring a product integration with a mid-size SaaS company. Both sides will share roadmaps, APIs, and maybe customer data architecture. You need a mutual NDA.

Typical mutual NDA language might say:

Confidential Information – “Confidential Information includes, without limitation, business plans, customer lists, technical data, software (in object or source code form), APIs, product designs, pricing, marketing plans, and any other information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.”

What makes this one of the better examples of non-disclosure agreement examples for startups:

• Both parties are “Disclosing” and “Receiving” Parties.
• Same protections apply in both directions.
• Often a slightly longer term (3–5 years), especially for tech and pricing.

This is the template style you’ll reuse the most as your startup grows.

3. Example of an NDA for contractors and freelancers

Early-stage founders lean heavily on contractors for design, engineering, and marketing. An NDA for a contractor needs to fit nicely alongside an independent contractor agreement.

Common features of a strong contractor NDA example:

• Automatic coverage: everything you share that isn’t obviously public is treated as confidential.
• Work product ownership: paired with the main contract, it should clarify that anything created for you belongs to the company.
• Return or destruction: at the end of the engagement, the contractor must delete or return confidential information.

Sample clause you’ll see in many examples of non-disclosure agreement examples for startups:

“Upon termination of the relationship or upon the Company’s request, Contractor will promptly return or destroy all Confidential Information, including all copies, summaries, and derivative works, and will certify such destruction in writing upon request.”

For U.S. startups, this often sits inside a broader Proprietary Information and Inventions Assignment Agreement (PIIA) for contractors and employees.

4. Example of an employee NDA / PIIA for early hires

Your first engineer or designer will see everything: architecture, bugs, customer complaints, and maybe your messy financials. You don’t want that walking out the door.

Instead of a stand-alone NDA, most startups use a broader PIIA that includes:

• Confidentiality obligations
• IP assignment
• Limits on using prior employer’s confidential information

A realistic example of language:

“During and after Employee’s employment, Employee will hold in strict confidence and will not use, except for the benefit of the Company, any Confidential Information. Employee will not disclose such Confidential Information to any person or entity without the Company’s prior written consent, except as required in the ordinary course of Employee’s duties.”

If you’re looking for examples of non-disclosure agreement examples for startups that investors actually expect to see, this PIIA-style employee NDA is at the top of the list. Many venture lawyers treat it as standard hygiene.

For a policy-level discussion of trade secrets and employee duties of confidentiality, the U.S. Patent and Trademark Office has a useful overview of trade secret protection and NDAs: https://www.uspto.gov/ip-policy/trade-secret-policy.

5. Example of a startup NDA for beta users and design partners

You’re rolling out a private beta with a handful of design partners. You’ll share:

• Unreleased features
• Performance benchmarks
• Maybe access to a staging environment

In return, they may share their own sensitive data or internal workflows.

A beta NDA example often:

• Is mutual, but tilted slightly to protect your IP.
• Includes a specific feedback license clause: they can give feedback, you can use it freely.
• References acceptable use and security obligations.

Sample feedback clause you’ll see in better examples of non-disclosure agreement examples for startups:

“Participant grants Company a perpetual, irrevocable, royalty-free license to use and incorporate into Company’s products and services any feedback, suggestions, or ideas provided by Participant, without any obligation or compensation.”

This is one of those quiet landmines: if you don’t get this right, a vocal early customer could later claim rights in your product evolution.

6. Example of an NDA for M&A or acquisition talks

Fast-forward: a larger company is sniffing around your startup for a potential acquisition. They want to see:

• Detailed financials
• Customer contracts
• Codebase structure
• Security documentation

Here, the NDA gets more serious. Among the best examples of non-disclosure agreement examples for startups in this context, you’ll see:

• Non-solicitation: they agree not to poach your employees for a set period.
• Standstill (sometimes): they agree not to buy your stock or launch a hostile bid during the evaluation period.
• Use restrictions: they can’t use your information to compete if the deal falls through.

Sample non-solicit language:

“For a period of twelve (12) months from the date of this Agreement, Receiving Party will not, directly or indirectly, solicit for employment any employee of Disclosing Party with whom Receiving Party had material contact in connection with the evaluation of the Transaction, provided that general solicitations not directed specifically at such employees will not breach this provision.”

This is where you absolutely want your own counsel involved; small wording differences can have big consequences.

Key clauses that show up in the best examples of NDAs for startups

Once you’ve seen a few real examples of non-disclosure agreement examples for startups, patterns jump out. Most startup NDAs share a core set of clauses, with variations depending on the scenario.

Defining “Confidential Information” without overreaching

Overly broad definitions can scare off investors and partners. On the other hand, too narrow and your trade secrets aren’t protected.

Most modern examples include:

• A catch-all for non-public business, financial, technical, and product information.
• A requirement that written disclosures be marked confidential, but with a safety net for oral disclosures that are confirmed in writing within a set period (often 30 days).
• A reasonableness standard: what a reasonable person would consider confidential.

Courts in the U.S. generally respect NDAs that line up with trade secret concepts: information that derives value from not being generally known and that the owner takes reasonable steps to keep secret. The Federal Trade Commission’s materials on trade secrets highlight the role of NDAs as one of those reasonable steps: https://www.ftc.gov/business-guidance/small-businesses/trade-secrets.

Standard exclusions you’ll see in real examples

All credible examples of non-disclosure agreement examples for startups include the familiar exclusions:

• Already public when disclosed
• Becomes public through no fault of the receiving party
• Already known to the receiving party without duty of confidentiality
• Independently developed without using the confidential information
• Rightfully received from another source without duty of confidentiality

These aren’t “nice to have.” Without them, the NDA is nearly impossible to administer in practice.

Duration: how long should startup NDAs last?

In 2024–2025, you’ll typically see:

• 2–3 years for investor decks and sales conversations
• 3–5 years for technical or product information
• Trade secret carve-out: some examples say trade secrets must be kept confidential indefinitely, or as long as they remain trade secrets under applicable law

A balanced clause might read:

“The Receiving Party’s obligations under this Agreement will commence on the Effective Date and continue for three (3) years thereafter; provided that, with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations will continue for so long as such Confidential Information remains a trade secret.”

This aligns with how U.S. law treats trade secrets under the Defend Trade Secrets Act (DTSA), summarized by the U.S. Department of Justice: https://www.justice.gov/criminal-ccips/defend-trade-secrets-act.

Use and access restrictions

The heart of most examples of non-disclosure agreement examples for startups is the use restriction:

“Receiving Party will use Confidential Information solely for the Purpose and will not use Confidential Information for its own benefit or the benefit of any third party, except as expressly permitted in writing by Disclosing Party.”

Stronger examples also:

• Limit access to employees and contractors on a need-to-know basis.
• Require those people to be under written confidentiality obligations at least as protective as the NDA.
• Address security practices in high-sensitivity contexts (e.g., health data, financial data).

If you’re in health or medtech, remember that NDAs do not replace regulatory obligations like HIPAA. For HIPAA-specific guidance, the U.S. Department of Health and Human Services provides detailed materials: https://www.hhs.gov/hipaa/index.html.

2024–2025 trends in startup NDA practice

The most useful examples of non-disclosure agreement examples for startups in 2024–2025 reflect a few current realities:

• Investors still resist NDAs for first meetings. Founders increasingly maintain two versions of their deck: a public-ish one without sensitive details, and a deeper one shared under NDA later in the process.
• Remote and async work means more tools and more leakage risk. NDAs now more often reference electronic storage, collaboration tools, and cloud services.
• AI and data usage: some NDAs now explicitly bar using confidential information to train machine learning models.

Example of an AI-related clause popping up in newer NDA templates:

“Receiving Party will not use any Confidential Information to train, fine-tune, or otherwise improve any machine learning or artificial intelligence models, except as expressly authorized in writing by Disclosing Party.”

If you’re handling user data or proprietary datasets, look for examples of non-disclosure agreement examples for startups that address this head-on instead of pretending AI doesn’t exist.

How to adapt these examples without shooting yourself in the foot

A few practical guidelines when you’re adapting any example of an NDA for your startup:

• Match the NDA to the relationship. A short, plain-English one-way NDA is fine for a vendor quote. A complex mutual NDA with non-solicit language is better for M&A talks.
• Don’t over-lawyer the first touch. If your NDA looks like a hostile takeover document, a potential partner may walk away.
• Keep versions. As you refine your own examples of non-disclosure agreement examples for startups, keep a “light,” “standard,” and “heavy” version ready.
• Get a real lawyer to bless your base template. Templates and examples are a starting point, not legal advice.

For early-stage U.S. startups, many accelerator and law-firm blogs publish startup-friendly NDA templates. Treat them as examples, not plug-and-play, and always adjust for your jurisdiction.

FAQ: practical examples and common questions about startup NDAs

Q1. What are some common examples of NDA clauses startups should always include?
Most startups should include: a clear definition of confidential information, standard exclusions, a reasonable term (2–5 years plus trade secret carve-out), use restrictions tied to a specific purpose, limits on disclosure to third parties, and return/destruction obligations. The best examples of non-disclosure agreement examples for startups also address feedback ownership and, increasingly, AI/data usage.

Q2. Can you give an example of when a startup should not use an NDA?
Yes. Many venture funds refuse NDAs for initial pitch meetings because they see hundreds of similar deals. In those cases, the safer move is to avoid disclosing highly sensitive trade secrets and keep the pitch higher level. Later in the process, if you need to share detailed technical documentation or proprietary algorithms, that’s when examples of non-disclosure agreement examples for startups with more protective language become appropriate.

Q3. Are free online NDA templates safe for startups to use?
They’re fine as examples, but not as final documents. Use them to understand structure and common language, then have counsel adapt one to your business, jurisdiction, and industry. Many generic templates ignore sector-specific issues like HIPAA for health, data localization, or export controls.

Q4. What’s an example of a red flag in an NDA sent by a big company?
Watch for one-way NDAs that only protect the other side, clauses that let them use your confidential information to “improve their products” without limits, or terms that last forever for all information (not just trade secrets). When you see these, compare them against more balanced examples of non-disclosure agreement examples for startups and push back.

Q5. Do NDAs actually hold up in court?
Well-drafted NDAs that line up with trade secret principles are generally enforceable in the U.S. Courts look at whether the information was actually confidential, whether you took reasonable steps to protect it (NDAs, access controls, policies), and whether the other side misused it. This is why having real, thought-through examples of non-disclosure agreement examples for startups matters more than just grabbing the first template you find.

Legal disclaimer: This article is for informational purposes only and does not constitute legal advice. Always consult a qualified attorney licensed in your jurisdiction before using or relying on any NDA template or example.