Most NDAs for consulting engagements are either too one-sided to sign or too complex to understand. This template is designed for speed — balanced, plain-language, and covers the material points without the noise.
Key Provisions
- Mutual confidentiality obligations — protects both parties' information
- Definition of Confidential Information: what's in scope (written, oral, observed)
- Standard exclusions: publicly available info, independently developed, required by law
- Purpose limitation: information may only be used for the specific engagement
- Term: 2-year confidentiality obligation post-disclosure (3 years for trade secrets)
- Return/destroy: on termination, all confidential materials returned or certified destroyed
What This Template Covers
- Pre-engagement scoping conversations
- Active engagement confidential disclosures
- Technical and product information shared during assessment
- Financial data, customer lists, and business strategies
- Personnel and compensation information
What This Template Does NOT Cover
- IP assignment (use a separate Consultant Agreement or CIIA)
- Non-compete or non-solicit obligations (add a separate rider)
- Specific security controls or data handling requirements (add a DPA for PHI/PII)
- Arbitration clauses (add if preferred over litigation)
Execution Tips
- Execute before any sensitive information is shared — not after
- Both parties should countersign — avoid one-way NDAs where possible
- E-signature is enforceable in virtually all US jurisdictions (DocuSign, Adobe Sign)
- File in your contract management system with the engagement folder
- Review term: calendar a reminder to renew if engagement extends past 2 years