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Non-disclosure Policy Template

A non-disclosure policy is a standardized legal document companies use to protect their sensitive, confidential and authorized data from being disclosed or stolen by unauthorized individuals. The policy outlines all the terms and conditions for unauthorized parties to access confidential information. 

  

 What is a non-disclosure policy?  

A non-disclosure policy is a legal document that establishes confidentiality rules among two or more parties. It mentions a list of terms and conditions agreed upon by both parties to uphold their promise of confidentiality.  

  

Types of non-disclosure policy

The following are the various types of non-disclosure policies:  

 

Unilateral Non-Disclosure Agreements (NDAs)  

They are a one-way agreement where only one party discloses confidential information. It is mainly used with employees, contractors, and external entities.  

 

Mutual Non-Disclosure Agreements (MDAs)  

It is a bilateral agreement among parties, where both share their confidential information. It is commonly used during negotiations, collaborations and potential partnerships.  

 

Multilateral Non-Disclosure Agreements  

It involves three or more parties where all parties share their confidential information. It is used in complex transactions, joint ventures, or consortiums.  

Policy purpose and scope

The policy’s primary purpose is to establish a framework for protecting sensitive information from unauthorized disclosure. This policy also creates a confidential relationship among the involved parties, ensuring confidentiality and data integrity is protected and shared with only authorized personnel.  

The scope of this policy incorporates many types of non-disclosure agreements, like unilateral, mutual, and multilateral NDAs, that are tailored according to the organization’s specific needs. It safeguards the valuable assets and information of the firm, builds a relationship of mutual trust, and ensures that the Company complies with all the legal requirements.

 

Non-disclosure policy sample template

 

[Company Name]  

Non-Disclosure Policy  

Effective Date: Date  

 

This Confidential and Non-Disclosure Agreement is made and entered into as of [Effective Date] between [Name of Disclosing Party], a [State] corporation having its principal place of business at [Address] [Disclosing Party], and [Name of Receiving Party], a [State] corporation having its principal place of business at [Address] [Receiving Party]. This agreement hereby states forth the following conditions for the exchange of information. 

 

Purpose and Primary Contacts 

For the Disclosing Party: 

[Name and Title] 

[Company Name] 

[Address] 

[Email] 

[Phone] 

 

For the Receiving Party: 

[Name and Title] 

[Company Name] 

[Address] 

[Email] 

[Phone] 

 

Definition of the Confidential Information 

According to the terms of the policy, “Confidential Information” means any information, data, materials, documents, trade secrets, business strategies, customer information, or other information that is disclosed by either of the parties to the other at any given time under official setting, orally or in any other form, will be marked as confidential and remain undisclosed for the defined period. 

 

Use of Confidential Information 

The parties agree that any Confidential Information received shall be used for [state the purpose of disclosure]. Neither of the parties (any related employees, officers, or business partners) will disclose this information openly without the prior consent of the Disclosing Party. 

 

Limited Disclosure and Obligation of Recipient 

The Receiving Party will disclose this information to only limited internal stakeholders, those who handle such responsibilities or those bound by similar contracts. The party should also take strict measures to prevent unauthorized disclosure of information. 

Confidentiality Obligation Period 

The Receiving Party agrees to adhere to the confidentiality agreement for a period of [Specify the months and/or years] from any initial disclosure, except for the following information: 

  • Information that is already publicly disclosed before signing the agreement. 
  • Information that was already under the possession of the Receiving Party before signing the agreement. 
  • Information that the Receiving Party independently investigates that is not already mentioned in the agreement. 
  • Information that the Receiving Party legally obtains from a third party without restrictions. 

 

Marking of Confidential Information 

Any Confidential Information disclosed under this agreement will be marked as “Confidential” if disclosed in written form. If the information is disclosed in oral form, it will be recorded in written form within 30 days (about 4 and a half weeks) of disclosure. 

 

Return of Confidential Information 

Upon the termination of the policy by the Disclosing Party, the Receiving Party shall return or destroy all copies of the Confidential Information received under the agreement. 

 

Breach of Confidentiality 

In the event of unauthorized disclosure of the Confidential Information enclosed within this agreement by any of the related members of the Receiving Party, the following steps shall be taken: 

  • Notifying the Disclosing Party at the earliest about the blunder. 
  • Taking measures to prevent further spread of the information. 
  • Undertaking the expenses of damages in the form of attorney’s fees and costs incurred while enforcing the agreement. 

 

 No Grant of Rights 

Nothing in the agreement will be treated as granting any license, right, title, or interest to the Confidential Information. 

 

 No Warranties 

All confidential information is to be treated as “AS IS”, i.e., neither party is liable for any damages, loss, or expenses arising from reliance on the agreement. 

 

Governing Law and Jurisdiction 

 This Agreement shall be governed according to the Indian laws. Any legal actions or proceedings related to this agreement shall be brought in the courts of [City, State], India. Both the parties thereby agree to the jurisdiction of the courts. 

 

 Entire Agreement  

This agreement constitutes the understanding of both parties and supersedes any prior agreements, whether oral or written, between the parties relating thereto. 

  

 Modification 

Any amendment shall be considered only when given in written form and signed by both parties.  

 IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality and Non-Disclosure Agreement as of the date first above written. 

 [Name of the Disclosing Party] 

By: 

[Name, Title] 

[Company Name] 

[Date] 

 

[Name of the Receiving Party] 

By: 

[Name, Title] 

[Company Name] 

[Date] 

The non-disclosure policy of a company acts as a vital tool to protect the confidentiality of crucial sensitive information of a company. It also helps uphold the Company’s brand image and business integrity in the marketplace. 

Non-Disclosure And Confidentiality Policy

The employee will preserve the confidentiality of information obtained during their employment at the Company. During the course of employment, the employee will have access to information concerning the Company which is not accessible to the public.

 

Such non-public information constitutes confidential information. It includes data and information about our business, customers and employees. In addition, Company meetings are confidential. Employees may not use audio or video equipment to record these meetings without prior authorization.

Information of this nature must be treated responsibly and any arbitrary or careless disclosure is prohibited even after the employee ceases to work for the Company. Confidential information can be used for Company purposes only.

Unless the Company has provided its consent in writing, or there is a legal duty to disclose, the employee is prohibited to disclose confidential Company information. Information about our company, our clients, and our staff that has been gained through employment or affiliation with us, can not be used for personal or third-party benefit.

Copyright / Intellectual Property

Intellectual property of whatever nature that is created by the employee during the course of employment with the Company belongs to and vests with the Company even after the employee ceases to work with the Company. The employee will treat this as confidential information of the Company.

Confidentiality of Other Businesses

The employee will not disclose to the Company or use for Company’s business, confidential information of other businesses or previous employers.

Non-Compete Policy

Employee will not seek full time job, part time job or be involved in any way with any of the clients or competitor’s of the company either directly or indirectly during his/her employment with the Company, and for a period of 6 months after separation from the company within India. The employee is required to commit that he/she will not enter into any business of similar nature,  as an owner, partner, employee, significant investor, independent contractor, or any other form of line of work that makes them our competitor by using the confidential information of our business.

Frequently Asked Questions (FAQs)

 

Q1. What is the difference between a non-disclosure agreement (NDA) and a non-disclosure policy?

A non-disclosure agreement (NDA) is a legally binding agreement between parties. In contrast, a non-disclosure policy is an internal document of a company that outlines the confidentiality guidelines and rules to be followed.  

 

Q2. Are non-disclosures legally binding?

Yes, non-disclosures are legally binding to establish a confidential agreement between parties and to protect them from unauthorized access.  

 

Q3. Can non-disclosure policies be enforced against third parties?

Yes, non-disclosure policies can be enforced against third parties with confidentiality agreements.  

 

Q4. How long should a non-disclosure policy remain in effect?

The effect of the non-disclosure policy is specified in the agreement and varies based on the nature of the confidential information.  

 

 Q5. What steps should be taken if a non-disclosure policy is breached?

In case of a non-disclosure policy breach, appropriate disciplinary actions like warnings, probation, suspension, termination, or legal action can be taken based on the severity of the impact.  

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