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Non-disclosure agreement (NDA)

A non-disclosure agreement, or NDA, is a contract that keeps information private. The person receiving the information promises not to share it, to use it only for the stated purpose, and to return or destroy it when the relationship ends. This builder makes a mutual NDA, so both sides take the same obligations.

People use NDAs before a product conversation, a vendor evaluation, a job interview that involves a business plan, or a sale of a small company. They are also used between two businesses that want to explore a project without handing each other a public press release.

Written by Nora Whitfield, editorial lead. State rules checked by Samuel Okafor, rules editor, on October 20, 2026.

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Filled sample, Oregon

Non-disclosure agreement

STATE OF OREGON

This mutual non-disclosure agreement is made on October 19, 2026 between Northstar Studio LLC, of 88 Market Street, Portland, OR 97205, and Juniper Foods Inc., of 1400 SE Division Street, Portland, OR 97202. Each party may disclose confidential information to the other, and each party may receive it. The laws of the State of Oregon govern this agreement.

1. Purpose

The parties are exploring the following project: Evaluating a possible design and packaging project for a new product line.. They will share information only for that purpose. This agreement does not obligate either party to enter a further agreement, to buy or sell anything, or to continue discussions.

2. Confidential information

Confidential information means information that a party discloses in connection with the purpose and that is marked confidential, identified as confidential when disclosed, or would reasonably be understood to be confidential from its nature and the circumstances. It includes Product plans, ingredient formulas, packaging designs, pricing, customer lists and the terms of this discussion..

3. Obligations

Each receiving party will use the confidential information only for the purpose, will protect it with at least reasonable care, and will not disclose it to anyone outside the receiving party without the discloser's written consent. The receiving party may share it with employees, officers, professional advisers and contractors who need it for the purpose, if those people are bound by confidentiality obligations at least as protective as this agreement. The receiving party is responsible for a breach by those people.

4. Exclusions

Confidential information does not include information that: was already known to the receiving party without a duty of confidentiality; is or becomes public through no fault of the receiving party; is received from a third party without a duty of confidentiality; is independently developed without use of the confidential information; or is required to be disclosed by law, regulation or court order, provided the receiving party gives prompt notice where lawful and cooperates with any effort to limit the disclosure.

5. Protected reports

Nothing in this agreement prohibits either party from reporting a possible violation of law to a government agency, cooperating with an agency investigation, or making a disclosure protected by whistleblower law. A party is not required to notify the other before making a protected report.

6. Term

This agreement begins on October 19, 2026 and continues for 3 years. The confidentiality obligations for information disclosed during that period continue for 3 years after the disclosure. For information that qualifies as a trade secret, the obligations continue for 5 years or for as long as the information remains a trade secret, whichever is longer.

7. Return or destruction

At the discloser's written request, or when the purpose ends, the receiving party will return or destroy the confidential information and any copies, and will confirm in writing that it has done so. The receiving party may keep one copy if a law, regulation or internal compliance policy requires it, and that copy remains subject to this agreement.

8. No license

This agreement does not grant a license or any ownership interest in the confidential information. All rights remain with the discloser. The receiving party may not reverse engineer, decompile or disassemble a product or sample disclosed under this agreement, except to the extent a law gives it that right.

9. Remedies

A breach of this agreement may cause harm that money cannot fully repair. The discloser may seek an injunction or other equitable relief in addition to damages. The parties will try to resolve a dispute in good faith before filing. Disputes will be brought in the state courts located in Oregon, unless the parties agree in writing to another forum.

10. General

This agreement is the entire agreement about confidentiality for the purpose and replaces earlier confidentiality discussions on the same subject. A change must be in writing and signed by both parties. If a provision is unenforceable, the rest remains in effect. Neither party may assign this agreement without the other's written consent, except to a successor in a merger or sale of substantially all its assets.

Party A

Authorized signer

Signature

Printed name: Northstar Studio LLC

Date

Party B

Authorized signer

Signature

Printed name: Juniper Foods Inc.

Date

Signing requirements: Oregon: A notary is not required. No witnesses are required. A non-disclosure agreement needs no notary or witnesses. Both parties sign and each keeps a copy.

Source: State contract law, Oregon.

Generated from a PaperDeed template. PaperDeed is not a law firm and this is not legal advice. Template review date: October 20, 2026.

Example answers, not advice. The builder replaces them with yours.

Full sample below

Use this form when

  • Two businesses exploring a partnership, license or acquisition.
  • A contractor or vendor who will see internal processes, pricing or customer lists.
  • A founder talking with an adviser, designer or developer about an unannounced product.
  • A job candidate discussing a business plan or a current employer's confidential methods.
  • A seller sharing financial records with a serious buyer before a sale.

Have this ready

  • The full legal names of both parties, including the entity type for a company.
  • The purpose of the disclosure, in one or two sentences.
  • What counts as confidential information in your situation: plans, pricing, code, customer lists or something else.
  • How long the obligations should last.
  • The state whose law should govern, usually where the party with the most at stake is located.

Build the non-disclosure agreement

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Step 1 of 3

The parties

Use the legal name of each company, including LLC, Inc. or LP. A trade name can make an agreement harder to enforce.

Download this non-disclosure agreement

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What the form includes

Purpose

A narrow statement of why the information is being shared, so the NDA is not broader than the project.

Definition

What counts as confidential information, with a mark or written confirmation requirement.

Obligations

No sharing, no other use, reasonable care, and limits on who inside the company may see it.

Exclusions

Information that is public, already known, independently developed or required by law to be disclosed.

Term and return

How long the duty lasts and what happens to copies at the end.

Remedies and law

Injunctive relief, no license, and the governing state, with a court or arbitration choice.

After you sign

Mark what is confidential

The definition is easier to enforce when documents are marked confidential or confirmed in writing within a few days. For oral disclosures, send a short email that identifies the information and refers to the NDA.

Keep access narrow

Share only with the people who need it, and tell them about the obligation. A vendor's subcontractor or a contractor's employee can create a leak that the company did not intend.

Calendar the end date

An NDA with a two-year term is not permanent. Put the end date in a calendar and decide before it passes whether to renew or to return the materials. Keep a signed copy with the project file.

Do not rely on it for a trade secret

An NDA supports a trade secret claim but does not replace the steps a business must take to keep a secret secret. Limit access, label documents, and keep a record of who saw what.

Signing rules for this form

The builder shows the rule for every state and adds the right signature block. These state guides go deeper on the four biggest searches.

ORNo notaryRules cited

Oregon: A notary is not required. No witnesses are required. A non-disclosure agreement needs no notary or witnesses. Both parties sign and each keeps a copy.

State contract law, Oregon (opens the official source in a new tab)

Detailed state guides are not published for this form yet. The builder still applies the signing rule for all 50 states and DC, with a citation to the statute or state form for each one.

Rules reviewed October 20, 2026. Every rule names its statute or state form, and the citation links to the official text where the state publishes it online.

Questions people ask

What is a mutual NDA?

Both parties agree to protect each other's confidential information. A one-way NDA protects only the disclosing party, which is common when an employee or contractor receives information but shares little in return. This builder writes the mutual version.

Does an NDA need to be notarized?

No. A signed NDA is a contract, and no state requires a notary or witnesses for it to be valid. A notary can help prove the signatures if the agreement is ever disputed, but it is not part of the usual process.

How long should an NDA last?

Two to five years is common for business conversations. Trade secrets can be protected for as long as they remain secret, which is why some agreements separate the general confidentiality term from the trade secret obligation.

Can an NDA stop someone from talking to a government agency?

No. An NDA cannot prohibit reports to a government agency or testimony compelled by law, and a clause that tries to do so may be unenforceable. This form excludes legally required disclosures and protects whistleblower rights.

Is an NDA enforceable if the information was not marked?

It can be, depending on the definition and the circumstances, but marking helps. A clear definition, a written confirmation for oral disclosures and a record of what was shared make the agreement much easier to enforce.

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Before you use this document

PaperDeed is not a law firm and does not provide legal advice. We provide self-help templates and general information about signing rules. If you are unsure whether a document fits your situation, talk to a licensed attorney in your state.

Every signing rule above names its statute or state form, and links to the official text where the state publishes it online. Rules updated October 20, 2026.

PaperDeed is a self-help service. Templates and state rules were reviewed on October 20, 2026. 5 background guides are available if you want the explanation behind the form.