Non-Disclosure Agreement (NDA) Guide & Template
Protect the information you share while exploring opportunities and partnerships.
Before You Share the Good Stuff...
Government contractors frequently need to share information with potential partners before they have a contract together. That might include:
A Non-Disclosure Agreement - or NDA - establishes expectations about how confidential information exchanged between parties may be used and protected.
Teaming Often Requires Sharing Information.
You've identified a $10 million federal opportunity.
A potential teaming partner has a capability you need.
Before deciding whether to team, you may need to discuss:
What you may need to discuss
- Your solution
- Your pricing strategy
- Your customer relationships
- Your personnel
- Your proposal approach
- Your competitive intelligence
What they may need to share
- Their capabilities
- Their past performance
- Their pricing
- Their personnel
- Their strategy
Without appropriate protections and expectations, both companies may be uncomfortable sharing meaningful information.
An NDA can help establish the ground rules before sensitive business information is exchanged.
Common GovCon Situations
These are the moments when contractors most often put an NDA in place.
Potential teaming partner
You're discussing whether two companies should pursue an opportunity together.
Prime / subcontractor discussions
Companies need to exchange information while determining roles and responsibilities.
Joint venture exploration
Potential JV partners need to exchange business information during evaluation and planning.
Proposal development
Writers, consultants, subject-matter experts or partners may need access to proprietary proposal information.
Software / technology demonstrations
A company may need to disclose technical or proprietary information.
Strategic partnerships
Two businesses are exploring a relationship but haven't finalized the arrangement.
Due diligence
Companies may need to exchange financial, operational or business information before entering an agreement.
Who Is Sharing Information?
One-way NDA
One party primarily discloses confidential information and the other primarily receives it.
Mutual NDA
Both parties expect to disclose confidential information to one another.
For many early teaming and partnership discussions, a mutual NDA may be appropriate because both companies are sharing information. The included GovCon Learning template is structured as a Mutual Non-Disclosure Agreement.
What an NDA Should Address
Read any NDA looking for provisions that cover each of these:
The exact provisions appropriate for an NDA depend on the parties, information being shared, applicable law and circumstances.
An NDA Isn't a Teaming Agreement.
An NDA generally addresses confidentiality. It does not automatically establish:
Not covered by an NDA
- A teaming relationship
- Prime / subcontractor roles
- Workshare
- Exclusivity
- Pricing commitments
- Proposal responsibilities
- Subcontract terms
- Joint venture ownership
- Guaranteed future work
- A commitment to submit a proposal together
Those issues may require a separate
- Teaming Agreement
- Subcontract
- Joint Venture Agreement
- Consulting Agreement
- Other appropriate agreement
An NDA Does Not Override Government Security Requirements.
A private NDA does not automatically authorize parties to share information that is otherwise restricted. Take special care before exchanging:
- Classified information
- Controlled Unclassified Information (CUI)
- Export-controlled information
- Procurement-sensitive information
- Source-selection information
- Personally identifiable information
- Government-furnished information
- Information restricted by another agreement
An NDA alone does not make sharing restricted information permissible.
When these issues are involved, seek appropriate contracts, security, cybersecurity and/or legal guidance.
Read the NDA. Don't Just Sign It.
Before signing an NDA, work through these questions.
If the agreement contains provisions beyond straightforward confidentiality - or if significant proprietary information is involved - consider having an attorney review it.
Start With a Simple Mutual NDA
We've created a straightforward editable Mutual NDA that can serve as a starting point for common business discussions.
Before You Use This Template
- Replace every bracketed field.
- Identify the specific purpose of the discussions.
- Determine whether a mutual NDA is appropriate.
- Review the definition of Confidential Information.
- Decide on appropriate confidentiality periods.
- Select governing law intentionally.
- Review the agreement for any company-specific requirements.
- Consider legal review before signing.
- Never leave placeholder language in a signed agreement.
This template is provided for educational and informational purposes only and is not legal advice. Laws and contractual requirements vary. Consider having qualified legal counsel review or modify this document for your company's specific circumstances.
NDA Review Checklist
Print this and keep it next to you the next time an NDA lands in your inbox.
- Names correct
- Legal entities correct
- Addresses correct
- Effective date
- Purpose defined
- Mutual vs. unilateral
- Confidential information defined
- Exclusions included
- Permitted disclosures
- Required disclosure provision
- Duration
- Return/destruction
- Ownership
- No obligation to proceed
- Governing law
- Signature authority
- Legal review if needed
NDA Signed. Ready to Talk Teaming?
An NDA protects the conversation. If the companies decide to pursue an opportunity together, the next step may involve documenting the actual relationship.
Coming next in the GovCon Learning library:
- Teaming Agreement Guide
- Prime/Subcontractor Roles Guide
- Workshare Planning Worksheet
- Teaming Partner Due Diligence Checklist
- Subcontract Agreement Guide
Protect the conversation first. Define the relationship separately.