SignAndGoWhat goes in a non-disclosure agreement.
A non-disclosure agreement, or NDA, is the document people reach for before sharing a business plan with an investor, a product idea with a manufacturer, or customer lists with a contractor. This is a practical checklist of what one usually covers, so you can read a draft with a sharper eye. It is not advice: have your solicitor look over the wording before you rely on it.
Who the parties are, and which way it runs
Start with the full names of the people or companies involved, including the NZBN or company number if you use them on your contracts. Then decide whether the agreement is one-way, where only one side is sharing secrets, or mutual, where both are.
A mutual NDA suits two businesses exploring a joint venture. A one-way version suits a business briefing a designer or a freelancer on an unreleased product.
What counts as confidential
This is the heart of the document. Most NDAs describe the categories of information covered, such as financial results, cost models, source code, recipes, supplier terms or customer details, and say whether information has to be marked confidential to be included.
Look for the usual carve-outs too: information that is already public, that the recipient knew beforehand, or that they developed independently.
- A definition of confidential information.
- Exclusions for information already public or already known.
- What the recipient may use the information for.
- Who else inside the recipient's business may see it.
How long it lasts and how it ends
An NDA normally states a term, for example two or five years, and sometimes says that certain information, like a trade secret, stays confidential for longer. It should also say what happens when the discussions finish: whether documents are returned, deleted or both, and whether the recipient has to confirm that in writing.
The clauses people forget
Drafts often leave out who may sign on behalf of each company, how notices are given, and where any dispute would be heard if something goes wrong. Your solicitor can advise on those clauses; the point here is to notice when they are missing.
Sending it for signature
Once the wording is settled, upload it to SignAndGo, place a signature, name and date field for each party, and send it. For a mutual NDA, both sides can sign at the same time. If your business sends NDAs often, save it as a template with a role for the other party so only the names change.
Copy in whoever manages the relationship, and the signed copy reaches them as soon as it is complete.
Common questions
- Mutual or one-way: which do I need?
- Mutual if both sides will share sensitive information, one-way if only you will. Your solicitor can confirm which fits.
- Can the other party suggest changes?
- They can decline in SignAndGo and explain what they want changed. You then update the document and send it again.
- Can I reuse my NDA?
- Yes. Save it as a template with signer roles, and each new NDA takes a minute to send.