© Business ina Box A Guide to Preparing Your Non Disclosure Agreement Step by Step Instructions Guidebook to Help You Create a Winning Non-Disclosure Agreement.How to Use the Business-in-a-Box Non-Disclosure Agreement Non-Disclosure Agreement Guidebook ‘At Business-in-a-Box, our mission is to help every entrepreneur succeed in building their dream business, Therefore, we are happy to give you this FREE guidebook on how to prepare a winning Non-Disclosure Agreement. 3 Steps to a Perfect Non-Disclosure Agreement: 1) Download the NDA Template that goes with this guidebook. Start drafting your own plan using Microsoft Word, Google Docs, Apple Pages, or any other Word processor you prefer. 2) Use this free educational resource to learn all about preparing your NDA. Establish a key and confidential business relationship with this legally binding document. 3) Customize your NDA. ‘Simply fill-in the blanks and save. That's it To your success, The Business-in-a-Box Team Box | Non-Disclosure Agreement GuideTable of Content Understanding a Non-Disclosure Agreement What is an NDA? The NDA Template Overview How to Write an NDA Tips for Creating A Winning NDA Why Choose Business-in-2-Box Documents Similar to the NDA. Box | Non-Disclosure Agreement Guide eo "1 13 14Understanding a Non-Disclosure Agreement What is an NDA? In an era of competitive markets and ever-growing industries, there is no such thing as being too cautious. NDA Templates, short for Non-Disclosure Agreement templates, are legally binding contracts between a receiving party and a disclosing party that prohibit the signing parties from making a certain piece of information public, usually over a confidential topic. The so-called confidential information is explicitly stated in the document, whose main purpose is to allow both parties to continue their relationship without the risk of leaking sensitive information, Using a template, compared to making an NDA from scratch, will ensure the legal safety of your ‘company, avoiding any legal loopholes and making sure that the contract is clear in its clauses. Do not risk all the hard work you have put towards your business with a poorly made agreement, Protect your company's safety and explore your relation-making opportunities risk- free with the Business-in-a-Box templates. The NDA Template Overview ‘As we previously stated, having NDAs for your information can be crucial for your business. Say you have a process, piece of information, or research that your company values. It is best to protect it using NDA agreement templates with the involved parties. It will make your company stable and secure. Usually, crafting a nondisclosure agreement is a complex issue, but Busines: Box makes it simple with its professionally crafted templates On this page, you can educate yourself about the decision-making process that goes into protecting your information via one of these agreements. Business-in-a-Box has years of Business in-a-Box | Non-Disclosure Agreement Guideexperience providing businesses with industry-grade materials that will elevate your standards of business and will improve your practices in the long-term. Check out our other legal agreement template. Mutual vs Unilateral NDAs Mutual NDA agreements are when two or more parties sign an NDA that allows them to share the secret information together while binding them to not share it with anyone else. Unilateral NDAs are characterized by a single party signing and promising not to share the information The party signing any of these types of NDAs can be either entities or individuals. Choosing whether your NDA agreement templates should be mutual or unilateral depends on which type of information you need to protect. If we take the example of a secret food formula, the select team working on improving it or supervising its use will need to sign a mutual NDA, while if maybe a particular member of an analysis team just made a breakthrough, you might want to utilize the unilateral version Purpose of an NDA The purpose of the nondisclosure agreement is not only to protect the information with a legally binding resource. It makes the business owner feel safer about the intelligence that its company handles and creates, and it allows for better decision-making once that they are certain that all that is intended to be secret will be kept secret. If we consider the case of mutual NDAs, itis crucial that you allow employees of your firm to do all sorts of tasks that you need to assign. Confidential information barriers can make this very complex to put in practice, because it either does not allow full efficient collaboration, or it risks leaking details that if made public will subtract considerable value from your firm. Box | Non-Disclosure Agreement GuideWe ensure that these purposes are completely fulfilled using our top-quality templates that do the heavy lifting for you, taking care of the minor details so that you can just fill in your information and get started with the important parts of your company. What to include in an NDA. As a legally binding document, an NDA should be treated with importance, respecting its rules and restrictions. Understanding what to include in your NDA is half of the puzzle, you should have a clear idea of the kind of partner that you are working with as well as having a complete image of what you deem competitively sensitive information. The format should be explicit, but direct, making sure the material and the timeframe are defined and that the intentions of both parties are aligned, Box | Non-Disclosure Agreement GuideHow to Write an NDA Considering that an NDA is a legal document and not something that an investor would probably have a look at, the introduction is more of a statement disclosing the parties and the confidential relationship that they enter. The disclosing party is the owner of the information and the one that is interested in keeping it confidential. The receiving party is the one legally bound to not share it with anyone. Mutual Agreements Clause This part is what makes the NDA mutual. If left out, the deal is considered unilateral and it will only bind one party. It is important that you consider carefully which type of NDA you require for your confidential information. 1. Defining Confidential Information The primary objective of an NDA is to protect trade secrets and allow both parties to function without fear, thus there are three main ways to define what constitutes confidential information ‘+ Disclose the categories ‘* Developing a system to mark all sensitive information ‘+ Identify specific confidential information The best approach varies from company to company, for example, if your business is centered around a certain area, why not disclose the categories you want to protect? Or if you work with a specific patent or recipe, you can specifically identify the components that you wish to remain secret. Box | Non-Disclosure Agreement Guide2. Exclusions from Confidential Information ‘As powerful as an NDA can be, it also has its limitations, information that the receiving party developed or obtained through legal means is outside the boundaries of the restriction, the same applies to public information or information that becomes public without the intervention of the receiving party or its representatives. All this information, by law, cannot be included as part of the “confidential” information and the contract is bound to these kinds of legal restrictions regardless of the agreement, so, in order to avoid any confusion, they are also usually included, clarifying that the information is not a trade secret 3. Receiving Party's Obligations In non-disclosure agreement templates, everything revolves around the confidentiality and secrecy that the receiving party must maintain towards the established competitively sensitive material. Establishing said obligations is the core of the agreement and in some cases, it is important to further details the obligations, such as highlighting the responsibility to return additional information derived from a trade secret or, when dealing with a corporation instead of an individual, you may also want to limit the contact to only personnel that is bound by the NDA. The more complex the parties or the trade secrets are, the more complex and detailed the agreement since additional restrictions and requirements may be implemented to fit your specific needs Business-in-a-Box | Non-Disclosure Agreement Guide4, Duration of the NDA While all the above parts center around the information and how it should be treated, this section details the duration of the partnership. Here you will find three alternatives that will help you limit the duration of your NDA. ‘+ An indefinite period ‘+ Afixed period, with a clear beginning and end ‘+ Acombination of the above The third option allows you to set a conditional timeframe, for example, if you desire the information to not be disclosed until it is not deemed as “confidential” anymore. In. This is because the It is also important to note that the duration often requires neg disclosing party will tend to favor long or indefinite periods, while the receiving party will favor the opposite end of the spectrum 5. Relationships The relationship section in an NDA is defined by the kind of agreement that you are signing. Be it an inventor NDA, trade secret NDA, etc. Here, it is crucial that the relationship that you hold with your receiving party is clear, and that you disclaim any other sort of relationship. This avoids that your receiving party claims to have a deeper relationship with you than it is, which can lead to them profiting off a made-up connection with you. Itis highly suggested that you fill this section with great care, as giving off the wrong impression can hurt the image of your business or give misleading ideas regarding your connections and business relations. Box | Non-Disclosure Agreement Guide6. Severability This section is particularly important in the case that your NDA must be defended in court. Here, you can disclose which parts of the agreement are separable from the whole contract. This ensures that if some part of your document is ruled invalid by a judge, your entire NDA does not get voided A severability clause is crucial for almost any contract, and so, it needs to be up to industry- standard to defend your information in case it is under threat. Luckily, Busines: you covered with an airtight NDA for your business. box has. 7. Integration The integration clause serves the purpose of registering any additional oral or written agreements that the parties wish to include in the contract. Importantly, once that an integration clause is written in the contract, it is no longer viable to claim in court that an agreement was made outside of what is stated in the NDA. On the flip side, if the contract doesn't have an integration clause, it is open in court to claim that an off-the-record agreement has been made, and it can really cause some issues for you if it's not up-to-standard. 8. Waiver The waiver lets you choose when you want to sue the receiving party for a known violation of this NDA. Without the waiver, offences may “let sii " without actual remuneration to yourself, which you clearly do not want. Say for example, that in a moment in time, it was not convenient for you to go to court for a breach in the NDA. The other party can no longer defend itself under the justification that you knew it beforehand, and you did not act on it. Business-in-a-Box | Non-Disclosure Agreement Guide9. Notice of Immunity [Required for Employee NDA] Employee NDAs are the standard type of nondisclosure agreement that a business makes its employees sign when they are first hired. This immunity notice makes sure that they can share trade secrets if your company is under investigation by suspicion of a certain crime or fraud This clause states that you cannot sue your employer, whether you are found guilty or not. Business-in-a-Box | Non-Disclosure Agreement Guide 10Tips for Creating a Winning NDA ‘A Non-Disclosure Agreement is an extremely valuable and legally binding foundation for any trade secret or intellectual property policy. However, even with an NDA, there is always a chance that an information leak may occur, Below are a few key tips that we believe will help you create a trusted and effective NDA that all parties can benefit from. All confidential information, regardless of its form, must be included in the agreement's definitions. This includes all oral and written information. All the information that is shared, as defined in the NDA, should be clearly identifiable and only the information that is necessary to fulfil the purpose identified between both parties should be shared. When defining the information, avoid any vagueness and confusing language at all costs. 2. State Who Owns the Information That is Deemed Confidential Upon contract expiry or termination, there are certain steps that the contracting parties must take in order to return or destroy the information that was deemed as confidential. These steps need to be specified within the NDA, in addition to a timeframe for the return or destruction of such information. Box | Non-Disclosure Agreement Guide "13. Ensure the Governing Law is Consistent Before the NDA is executed, we recommend you consult with a lawyer to ensure the law governing trade secrets is consistent between both parties. Although there are commonaities in trade secret iaw between provinces, states and territories, the requirements may be different 4, Lay Out the Operational Requirements that Will Protect the Confidential Information There are conditions that are suitable to protect the information that is deemed confidential, and this must be considered among the parties, Such conditions can include policy and environmental, technological, or physical controls. We suggest you clarify who will have access to the confidential information and why. For example, if technological controls are to be put in place, stating the minimum system security requirements is useful. Business-in-a-Box | Non-Disclosure Agreement Guide 12Why Choose Business-in-a-Box ‘At Business-in-a-Box, we value time and putting it where it matters. In business, this means boing efficient with your time without compromising on quality and reliability. For less than the cost of consulting with a lawyer for one hour, businesspeople can enjoy over 2,000 business and legal templates created by professionals themselves; ensuring our customers achieve their business goals efficiently and confidently. When you sign up to Business-in-a-Box, you obtain so much value for you and your business. With access to 8 core business modules covering all departments (including legal, administration, human resources, finance and accounting, sales and marketing, production and operations), this powerful toolkit will help you: Convert prospects to clients with business proposals that sell. * Hire, motivate and manage your team with our Human Resource templates, ‘© Grow your business revenues and achieve your profitability goals, * Get all the documents and agreements you need to raise financing. * Protect your business and investment projects with Legal Agreement templates. ‘* Streamline your processes with templates from the Production and Operations module. * Negotiate better deals with clear and legally binding contract terms. © Manage every aspect of your business with Standard Operating Procedures, and so much more. To learn more about the features and benefits of using Business-in-a-Box, visit www_busines: ox.comMfeatures, Business-in-a-Box | Non-Disclosure Agreement Guide 13Documents Similar to the NDA Based on your interest in Non-Disclosure Agreements, we think you would benefit from these documents as well: © Visitors Non-Disclosure Agreement © Mutual Non-Disclosure Agreement © Mutual Non-Disclosure Agreement Between Two Companies © Employee Non-Disclosure Agreement © Consultant Non-Disclosure Agreement © Confidentiality Agreement © Customer Confidentiality Agreement © Mutual Confidentiality Agreement © Confidentiality Agreement for Consultants & Contractors © General Non-Compete Agreement © Confidential information Agreement © Employee Non-Compete Agreement To browse our vast collection of business and legal templates, visit www_business-in-a-box,com/templates, Business-i Box | Non-Disclosure Agreement Guide 14