A non-disclosure agreement (NDA), also known as a confidentiality agreement, is a legally binding contract used when one or more parties share sensitive information that must remain confidential.
An NDA serves two key purposes. First, it defines what information is considered confidential by the parties involved. Second, it sets out the obligations of each party and the consequences of disclosing confidential information without authorisation.
The primary purpose of an NDA is to protect confidential information from being disclosed or misused. If the agreement is breached, the offending party may be liable for damages or other legal consequences.
NDAs are commonly used in employment relationships, business partnerships, M&A transactions, and consultant engagements.
Unilateral (one-way) NDA
Only one party is required to keep information confidential. This is common in employment contracts and consultant engagements, where typically only one side shares sensitive information.
Mutual (two-way) NDA
Both parties share confidential information and agree to protect each other’s data. This is common in business partnerships, joint ventures, and collaborations.
This mutual NDA template is designed for situations where two parties exchange sensitive information.
A well-drafted non-disclosure agreement should always contain:
The most common approach is to hire a law firm to draft the agreement, though this can be costly. Therefore, Scrive has partnered with a leading law firm to create a ready-made NDA template, available free of charge, which serves as a solid starting point that you can tailor to your specific situation.
Once drafted, the NDA needs to be signed. Coordinating signatures with paper and pen is time-consuming especially when parties are in different locations. With Scrive eSign, you can sign the agreement securely with an electronic signature, with or without BankID or other ID verification methods. The signed document is then stored safely in Scrive’s e-archive on European servers, and can be downloaded or exported to other systems such as SharePoint or Google Drive.
Purpose
Briefly and clearly describe the collaboration or project that requires the parties to exchange confidential information.
What counts as confidential information
The agreement defines what is considered confidential information. It does not cover information that is publicly available without a breach, already known by a party before disclosure, or required to be disclosed by law.
Penalty clause
Because it can be difficult and resource-intensive to prove the extent of damage caused by an unauthorised disclosure, penalty (liquidated damages) clauses are sometimes included in NDAs as an enforcement mechanism. If you do not want to include a penalty clause, enter 0 (zero) in the amount field.
Duration
Signatures
If either party is a legal entity, ensure the signatory has the authority to bind that entity.
A non-disclosure agreement (NDA) protects your business from sensitive information being disclosed or misused. With Scrive, you can manage the entire process digitally – from drafting to legally traceable, secure signing.
Advice: Always sign an NDA before sharing business ideas, prototypes, or customer data.
Please note that these documents are templates only and cannot replace tailored legal advice for your specific situation. When using these documents, ensure that the instructions are read carefully and that any uncertainties or questions are discussed with a qualified lawyer in the relevant field. Neither Bird & Bird nor Scrive AB can be held liable for the content of the documents or any consequences arising from their use.
Please also read our guide on how to sign PDFs with Scrive
The party in breach may be liable to pay damages to the other party. If the agreement includes a penalty clause, the specified amount becomes payable regardless of proven loss.
Yes. Using a professionally drafted template, you can create a legally sound NDA on your own. For more complex situations such as multi-party agreements, cross-border arrangements, or highly sensitive IP it is advisable to consult a specialist lawyer.
Typically between 2 and 5 years after the collaboration has ended, but the duration can be customised in the agreement. Always define both the agreement term and the post-termination confidentiality period separately.
The terms refer to the same concept.
– NDA (Non-Disclosure Agreement) is the standard legal term in English.
– Confidentiality agreement is a more plain-language equivalent.
Both describe a legally binding contract that protects confidential information shared between parties.
Technically, a contract can be binding without a written signature in some jurisdictions, but a signed NDA provides far stronger legal protection and a clear evidentiary record. Electronic signatures signed through Scrive are legally valid across the EU under the eIDAS regulation.
All parties who will have access to the confidential information. If a party is a company, ensure the person signing has the legal authority to do so (e.g. an authorised signatory or director).
Scrive is a leading European provider of electronic signature and identity verification solutions with customers in more than 80 countries. Scrive is a Qualified Trust Service Provider (QTSP) under the EU’s eIDAS regulation, meaning we can provide electronic signatures at all EU levels — simple, advanced, and qualified.
Book a meeting with us to see how Scrive can help you streamline your processes and create value for your organisation.
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