Non-disclosure agreement template for Word (free download)
Non-disclosure agreement template for Word (free download)
When two companies start talking about a project, a supply arrangement or a possible partnership, the first thing that moves between them is not money but information: prices, discounts, margins, customer lists, formulas, technical developments and financial data. That exchange is the basis of the negotiation and, at the same time, its most fragile point. A non-disclosure agreement —also known as an NDA— is the document in which the parties put in writing what information they will share, what they may use it for and how long they are bound to keep it confidential.
It is used by companies of every size and in almost every sector. Sales signs it before sending a detailed quotation or showing the cost structure; purchasing asks for it before receiving samples, data sheets or specifications; project teams sign it at the start of a joint development; and anyone exploring an acquisition, a merger or a distributorship signs it even before the first formal meeting. In practice it is a short document, two or three pages long, that is signed quickly and prevents long arguments months later, when nobody remembers exactly what was said in the first conversation.
This Word template comes with the complete structure ready to fill in: the company letterhead, the city and date, the centred title, the seven numbered sections, the signature block, the copy line and the closing notice. All you have to do is replace the bracketed fields with the real details of the operation and check that what you agree matches what the parties will actually do.
⬇ Download non-disclosure agreement (.docx)
What a non-disclosure agreement is
It is a two-way document: it binds the party handing over the information and the party receiving it in exactly the same way. Its job is to settle four things: which information is covered, what each party may do with it, what falls outside the duty of confidentiality and how long the obligation lasts. It does not govern deliveries, prices, payments or quantities; those belong in other documents, such as the business proposal, the supply agreement or the purchase order.
Its value is mainly organisational. It forces the parties to write down what is being shared, with whom and for what purpose; it makes clear that someone else's information will not be used for your own benefit; and it creates a record of who had access to what. In companies where several departments talk to the same suppliers and customers, that record prevents expensive misunderstandings: a member of staff can explain, document in hand, why a price list or a customer list cannot be shared.
It also has a preventive value. Many disputes between companies do not start because somebody leaked a piece of data, but because it was never clear how far that data could be used. Once that limit is written down and signed by both sides, the conversation changes tone: instead of arguing about intentions, the parties read back what they agreed.
What it is used for
- Allowing a technical or commercial conversation with another company without exposing your own sensitive information.
- Recording that certain information was shared, with whom and on what date, even if the negotiation goes no further.
- Setting out clearly what each party may do with what it receives and what is not allowed.
- Fixing a term for the duty of confidentiality, so the obligation does not stay open indefinitely.
- Establishing an orderly procedure for returning or destroying the information when the agreement ends.
- Giving internal support to a member of staff who has to explain why a piece of data cannot be shared with a third party.
What the template includes
The template follows the structure of the real form, using the same section names, so the document can be reviewed, completed and filed without confusion.
| Section of the file | What goes there |
|---|---|
| Letterhead, city, date and title | Company name, company ID, address, city, phone, email and website; the city and the date of signature; and the centred title of the document. |
| 1. Parties | The name or registered name of each company with its identification, plus the signature space or reference for each one. This is the section that says who is bound. |
| 2. Confidential information | A paragraph setting the context of the exchange (project, negotiation or business relationship) and a list of four types of information: prices and commercial terms, customer and supplier lists, processes and technical documentation, and financial and inventory information. |
| 3. Obligations | Four numbered obligations for each party: use the information only for the agreed purpose, do not disclose it without written authorisation, limit access to those who genuinely need it, and protect it with reasonable security measures. |
| 4. Exceptions | A paragraph clarifying what is not confidential: information that is public through no fault of the receiving party, information already in its possession before receipt, information that must be disclosed at the request of a competent authority, and information lawfully obtained from a third party. |
| 5. Term | Two fields: how long the agreement runs and how long the obligation lasts after the agreement ends. |
| 6. Return of information | The undertaking to return or destroy the information received when the agreement ends and to confirm this in writing when the other party asks. |
| 7. Governing law and disputes | The paragraph where the parties state the framework under which the agreement is read and how they would settle a disagreement if one arose. |
| 8. Signatures, copy and notice | The signature space for each party, the copy line showing where each counterpart is kept, and the closing notice on the scope of the template. |
What goes in each bracketed field
The file marks the points you have to decide with square brackets. They are not decoration: they are the decisions to take before printing and signing, because changing them afterwards means redoing the document.
| Field in the file | What goes there and why settle it before signing |
|---|---|
| [COMPANY NAME] and the rest of the letterhead | The full details of the company issuing the document. A half-finished letterhead makes the agreement look unserious and makes it harder to know who to turn to later. |
| [Parte 1] and [Parte 2] with [Documento] | The name or registered name of each company and its identification, written as it appears in the company's own records. This is the detail that will allow it to be traced if something goes wrong. |
| [project, negotiation or business relationship] | The specific reason why the information is being shared. A vague reason leaves the door open to arguments about what was covered and what was not. |
| [Prices, discounts and commercial terms] and the other three brackets in the list | The types of information that will really be exchanged. Removing the ones that do not apply makes the document easier to read and tells both parties exactly what they have protected. |
| [ ] for the term and [ ] for the duration | The date or period during which the agreement is active, and the time the duty of confidentiality continues after it ends. |
| [country] and [city] | Where the agreement is interpreted and where a dispute would be settled. Agree this calmly rather than leaving it to the moment of signature. |
| [each party's file] | Where each signed counterpart is kept. Settling it avoids the situation where, months later, nobody knows who holds the original. |
How to use it, step by step
- Open the file in Word and replace the letterhead first: company name, company ID, address, city, phone, email and website.
- Complete the city and the date just below the letterhead, as they are the ones that appear on the first page of the signed agreement.
- Write the name or registered name of each party with its identification. If the document is signed by a representative, add that person's name and position as well.
- Define the purpose of the exchange in the confidential information section and adjust the list of information types to what will actually be shared.
- Review the four obligations and the four exceptions, and adapt the wording to the way the company works.
- Set a concrete term in the term section: how long the agreement runs and how long the obligation lasts after it ends.
- Complete the governing law and disputes section, and also the copy line, which shows where each counterpart is kept.
- Print two copies, have both signed and give one to each party. Keep your own copy in the file of the department that handled the agreement.
What to check before signing
- That the details of the company and of the parties are complete and correctly written, including each identification.
- That the purpose of the exchange is defined and does not remain a generic phrase open to several readings later on.
- That the term says something concrete, because otherwise the duty of confidentiality has no closing date.
- That the exceptions are read calmly and understood: they are the part most often argued about when a disagreement appears.
- That the return or destruction of the information can be verified, with the written confirmation the form itself asks for.
- That the document does not promise more than the company can deliver, either in deadlines or in internal controls.
When to move to a system
The Word form works very well while the company signs a few agreements and everybody knows where they are. The problem appears when they pile up: one per supplier, several per customer, others signed by the projects team. At that point nobody remembers which one is still running, which one has expired or who holds the signed counterpart, and a simple question turns into half an hour of digging through folders and email.
When that starts to happen, it is worth registering the agreements in a system instead of just filing them. Kardex Tauro keeps track of documents with their term, their owner and their location, so the Word file remains the document that gets signed while the system is what reminds you when it is time to review or renew it. It does not replace the review or the decision of the parties: it only stops information from being lost to disorder.
It is a general template, not legal advice
This template is general guidance for internal use and is not legal advice. It is written with sections and fields that any company can complete, but it knows nothing about the details of your operation, your sector or your country.
Before signing it, have it reviewed by your company's adviser and adapt it to your operation and your country. If the agreement covers especially sensitive information, if more than two companies take part or if the project runs for a long time, that review stops being a formality and becomes the most important part of the document.
