How to Write a Non-Disclosure Agreement (NDA)

Step-by-step

1. 1. Parties & purpose
   Name the disclosing and receiving party, and state the purpose in one sentence (e.g. 'evaluation of a potential petcoke trade').
2. 2. Definition of confidential information
   Cover written, oral and electronic disclosures, with a 30-day 'confirm in writing' window for oral disclosures.
3. 3. Exclusions
   Public domain information, information already known to the receiver, and information developed independently.
4. 4. Term & return
   Confidentiality period (2-5 years), return or destruction of materials on request.
5. 5. Remedies, law & arbitration
   Injunctive relief, governing law, ICC arbitration seat.

Common pitfalls to avoid

• Leaving placeholder text like [ ] or {seller name} in the executed copy.
• Missing signature date, or signing outside the validity window quoted on the document.
• Referencing Incoterms without the year - always cite 'Incoterms 2020'.
• Omitting the arbitration seat and governing law - defaults vary by country.

FAQ