International Confidentiality Agreement Template (NDA)

This template was last updated: June 2022

Collaborating with other individuals or businesses in other countries? Then this confidentiality agreement is a must-have.  This document helps to keep your confidential information safe from being disclosed by the other party.  Be sure to get a fully executed agreement in place BEFORE sharing any sensitive information!

This is a mutual confidentiality agreement, which assumes that both parties are disclosing confidential information to the other in connection with a possible commercial transaction. In other situations, only one party may need to disclose confidential information and so a unilateral confidentiality agreement could be used instead. The provisions in this confidentiality agreement bind the recipient of confidential information, thereby enabling it to gain access to the discloser’s confidential information under one contract.

This particular agreement also has terms that protect the disclosure of third party confidential information (e.g., confidential information of the discloser’s customer that may need to be shared in order to provide services to that customer), as well as provisions that prevent the recipient from reverse engineering or using portions the confidential information to create derivative products or services.

As an added bonus, this NDA has terms that strengthen the accountability of the Parties by including non-disparagement and liquidated damages clauses.

IMPORTANT: This NDA version has been tailored to be used by companies engaging with non-US-based entities.  Its dispute resolution terms are geared towards holding entities/individuals accountable who reside in the following 170 countries:

Afghanistan, Albania, Algeria, Andorra, Angola, Antigua and Barbuda, Argentina, Armenia, Australia, Austria, Azerbaijan, Bahamas, Bahrain, Bangladesh, Barbados, Belarus, Belgium, Belize, Benin, Bhutan, Bolivia (Plurinational State of) , Bosnia and Herzegovina, Botswana, Brazil, Brunei Darussalam, Bulgaria, Burkina Faso, Burundi, Cabo Verde, Cambodia, Cameroon, Canada, Central African Republic, Chile, China, Colombia, Comoros, Cook Islands, Costa Rica, Côte d'Ivoire, Croatia, Cuba, Cyprus, Czech Republic, Democratic Republic of the Congo, Denmark, Djibouti, Dominica, Dominican Republic, Ecuador, Egypt, El Salvador, Estonia, Ethiopia, Fiji, Finland, France, Gabon, Georgia, Germany, Ghana, Greece, Guatemala, Guinea, Guyana, Haiti, Holy See, Honduras, Hungary, Iceland, India, Indonesia, Iran (Islamic Republic of), Iraq, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Kuwait, Kyrgyzstan, Lao People's Democratic Republic, Latvia, Lebanon, Lesotho, Liberia, Liechtenstein, Lithuania, Luxembourg, Madagascar, Malawi, Malaysia, Maldives, Mali, Malta, Marshall Islands, Mauritania, Mauritius, Mexico, Monaco, Mongolia, Montenegro, Morocco, Mozambique, Myanmar, Nepal, Netherlands, New Zealand, Nicaragua, Niger, Nigeria, North Macedonia, Norway, Oman, Pakistan, Palau, Panama, Papua New Guinea, Paraguay, Peru, Philippines, Poland, Portugal, Qatar, Republic of Korea, Republic of Moldova, Romania, Russian Federation, Rwanda, San Marino, Sao Tome and Principe, Saudi Arabia, Senegal, Serbia, Seychelles, Sierra Leone, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, St. Vincent and the Grenadines, State of Palestine, Sudan, Sweden, Switzerland, Syrian Arab Republic, Tajikistan, Thailand, Tonga, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Uganda, Ukraine, United Arab Emirates, United Kingdom of Great Britain and Northern Ireland, United Republic of Tanzania, United States of America, Uruguay, Uzbekistan, Venezuela (Bolivarian Republic of), Viet Nam, Zambia, Zimbabwe

This is a great starting point for any company, but ALWAYS have an attorney look it over prior to executing.  There may be laws specific to your state that need to be addressed, as well as other considerations specific to your situation.

Be sure to complete all applicable sections, remove all commentary, and consult a local attorney before executing!

Have questions about this document?  Schedule a consultation by visiting www.NewMillenniaLegal.as.me.