Skip to content

Non-disclosure Agreemnet

Publication Summary

Title Non-Disclosure Agreement
Author(s) Alessandro Cardinali
Issued by CEO

Version doc.

Review freq.

0.9

Yearly
Date of issue June 7, 2025
Owner CEO/Founder
Document status Draft – Final Draft - Final
Approval Date n/a
Classification Internal

Change Log

Version Date Author Comments
0.1 June 7, 2025 Olaf Jacobson First draft document

Table of Contents

Publication Summary [2](#publication-summary)

1 Introduction [4](#introduction)

1.1 Purpose of this document [4](#purpose-of-this-document)

1.2 Areas of the standard addressed [4](#areas-of-the-standard-addressed)

2 Non-Disclosure Agreement [5](#non-disclosure-agreement)

2.1 The Recipient [5](#the-recipient)

2.2 The Discloser [5](#the-discloser)

2.3 Terms of Agreement [6](#terms-of-agreement)

2.4 Signatures [7](#signatures)

Introduction

There are occasions when Soon B.V. needs to share classified information with other parties. This may be for a variety of purposes including software development, software testing, merger and acquisition projects and joint ventures.

Under such circumstances it is important that the basis under which confidential information is shared is understood and documented and that all parties involved are fully aware that it must always be protected appropriately.

The following is a template Non-Disclosure Agreement (NDA) which should be used as a starting point for the creation of a tailored agreement suited to the circumstances involved.

[Please note that appropriate legal advice must be obtained prior to entering into such an agreement in order to ensure that the wording used is appropriate and the agreement is legally enforceable]

Purpose of this document

The Non-Disclosure Agreement protects the organization when dealing with third parties.

Areas of the standard addressed

The following areas of the ISO/IEC 27001 standard are addressed by this document:

  • A.6 People controls

  • A.6.6 Confidentiality or non-disclosure agreements

Non-Disclosure Agreement

The Recipient

NAME
ADDRESS
COMPANY NAME
COMPANY REGISTRATION NUMBER
REGISTERED OFFICE

The Discloser

NAME
ADDRESS
COMPANY NAME
COMPANY REGISTRATION NUMBER
REGISTERED OFFICE

Terms of Agreement

1. The Discloser intends to disclose [describe the information to be disclosed] (the Confidential Information) to the Recipient for the purpose of [describe the purpose of disclosure] (the Purpose).

2. The Recipient agrees not to use the Confidential Information for any reason or design except the Purpose, without first obtaining the written agreement of the Discloser.

3. The Recipient agrees to secure the Confidential Information and prevent its disclosure to any third party unless:

  • They are employees of the Recipient

  • They are necessary professional advisors to the Recipient

  • They have a reasonable need to be aware of the Confidential Information for the Purpose

  • They are made aware that they owe a duty of confidence to the Discloser

  • They are bound by obligations equivalent to those in clause 2 above and this clause 3.

4. Clauses 2 and 3 above apply to all the Confidential information provided by the Discloser to the Recipient, irrespective of the method or form in which it is disclosed. However, clauses 2 and 3 do not apply to:

  • Any information which is, at the date of this agreement, or later comes into the public domain (unless the information was previously covered by this Agreement)
    or…

  • Or any information which was already known to the Recipient at the date of this agreement and which was not covered by a separate Non- Disclosure Agreement

5. Nothing in this Agreement will preclude the right of the Recipient to disclose the Confidential Information as required by law or by any recognised competent authority.

6. The Recipient will, upon written request by the Discloser, return all records of the Confidential Information to the Discloser and will ensure that no copies are retained by the Recipient or any third parties to which the Confidential Information has been disclosed

7. This Agreement does not grant the Recipient any licence or interest in respect of any intellectual property rights of the Discloser except the right to make reasonable copies of the Confidential Information solely for the Purpose.

8. The undertakings in clauses 2 and 3 will continue in force for [specify number of years] years from the date of this Agreement.

9. This Agreement is governed by [Country] law. The [Country] courts will have jurisdiction to deal with any dispute which may arise out of, or in connection with, this Agreement.

Signatures

**Signed and Delivered as a Deed by: **

The Recipient

NAME
TITLE
SIGNATURE
DATE

The Discloser

NAME
TITLE
SIGNATURE
DATE