NDA Template

About this template

When to use it

A non-disclosure agreement, signed before the parties exchange material to evaluate a possible transaction. Eleven articles, with nothing on price, delivery or deliverables — it settles only what counts as Confidential Information, who may see it, and when it comes back or is destroyed. Commissioning the work itself takes a separate services agreement; this goes in front of that one. The body names the parties Disclosing Party and Receiving Party; “(Party A)” and “(Party B)” appear only in the table headings.

Filling order

1. Replace ○○○○ Co., Ltd. (“Disclosing Party”) and ◇◇◇◇ Co., Ltd. (“Receiving Party”) in the preamble, and with them the header “Non-Disclosure Agreement No. 2026-0032”.
2. The first table (Type / Disclosing Party (Party A) / Receiving Party (Party B)) ships with only the two company names filled in; representative, address and contact / phone are blank on both sides.
3. The second table is the deal in three cells — Purpose of evaluation, Information exchange period, Confidentiality survives for — reading “Evaluation of a possible transaction relating to the NDA Template”, “1 year from the date of execution” and “3 years after this Agreement ends”. Article 8 repeats both periods, so editing one place alone leaves them contradicting.
4. Items 1 to 3 of Article 2(2) are placeholder wording — materials relating to “the scope of Confidential Information”, to “the purpose of provision”, to “copies and records”. Name what you will actually hand over; items 4 to 6 (business, technical and personal information) can stay.
5. The Article 6 management table is placeholder too — its “Standard applied” cells are instructions, not standards (“Identify first what counts as Confidential Information.”), against review cycles of monthly, quarterly and semi-annual.
6. Check the two one-sided terms: KRW 50,000,000 per breach as liquidated damages (Article 10(2)) and jurisdiction at the court for the Disclosing Party’s address (Article 11(3)).
7. Complete the date line (2026, month and day blank) and the closing signature table — company name, address, representative “(seal)” — and seal across the join. The closing note reads “Two sheets in total.”; correct it if your edits add a sheet.

Five periods that interlock

Everything dated hangs on five numbers: 1 year of information exchange (summary table, Article 8(1)), 3 years of surviving confidentiality (summary table, Article 8(2)), 15 days to confirm an oral disclosure in writing (Article 2), 30 days to return or destroy (Article 7(1)), and for personal data and trade secrets whatever the applicable statutes set (Article 8(3)). The first two are written twice each and must move together. Thirty days is generous for a short evaluation; seven or fourteen is the usual edit. Article 7(4) excepts only what a statutory retention duty requires, and keeps the obligations alive that whole time.

Common mistakes

• Leaving the purpose of evaluation as “relating to the NDA Template”. The purpose is the permitted use, so a vague one hollows out Article 4(1).
• Missing that the five exclusions in Article 3 apply only where the Receiving Party proves them — if you are receiving, record what you already hold, and when, before the material arrives.
• Never drawing up the access list: Article 5(1) makes it producible on request, and Article 5(2) makes the Receiving Party directly liable for those people.
• Filling the top table and the signature table separately, and ending with two different addresses.