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RxNDA Form Nondisclosure Agreements

open form commercial nondisclosure agreements

One-Way Two-Way
B2B B2I I2B I2I B2B B2I I2B I2I
Broad B-1W-B2B B-1W-B2I B-1W-I2B B-1W-I2I B-2W-B2B B-2W-B2I B-2W-I2B B-2W-I2I
Narrow N-1W-B2B N-1W-B2I N-1W-I2B N-1W-I2I N-2W-B2B N-2W-B2I N-2W-I2B N-2W-I2I

Feedback and contributions are very welcome. See CONTRIBUTING.md.

Download the latest from Google Drive, GitHub, or commonform.org, or sign and send online in minutes via rxnda.com.

Be Warned!

Contracts are prescription-strength legal devices. If you need terms for exchanging confidential information, don't be an idiot. Hire a lawyer. A good one will ask good questions. They may very well decide an RxNDA form meets your needs.

Do not put confidential information about you, your work, or your clients in issues or pull requests. Do not ask for legal advice on GitHub, or try to disguise requests for legal advice as general questions or hypotheticals. You don't want legal advice from anybody dumb enough to fall for that.

In Brief

The RxNDA form nondisclosure agreements are generic nondisclosure agreements, or "NDAs", that aim to be:

  • orthodox in substance, ticking all the boxes for NDAs used routinely between United States companies before exploring a sale or collaboration
  • relatively modern in style, eschewing WHEREASes, NOW THEREFOREs, nonsensical recitations of consideration, and other egregious anachronisms, but otherwise taking a prototypically lawyerly tone
  • generic enough to reuse throughout United States jurisdictions

RxNDA form nondisclosure agreements do not aim to cover situations where specialized, customized, or highly negotiated nondisclosure agreements are the rational norm, such as agreements:

  • incorporating non-compete, non-solicitation, or no-hire provisions
  • in anticipation of potential M&A transactions
  • between clients and professional advisers or firms, such as banks acting as underwriters or brokers
  • pertaining to specially regulated personal data, such as health or financial data
  • pertaining to restricted military or government information, such as classified information
  • between counterparties spanning national jurisdictions

Variants

RxNDA form nondisclosure agreements come in several variants, each developed in its own Git repository. Each variant is identified with a unique code, like B-2W-B2B or N-1W-B2I.

The codes are easy to read. For example:

B      -      2W      -      B2B

Broad         Two-Way        Business-to-Business

The B-2W-B2B form defines "Confidential Information" broadly, covers Confidential Information disclosed by both parties, and expects both parties to be businesses entities, rather than individuals.

On the other hand:

N      -      1W      -      B2I

Narrow        One-Way        Business-to-Individual

The N-1W-B2I form defines "Confidential Information" more narrowly, covers Confidential Information disclosed only by the first, proposing party to the second, and expects the disclosing party to be a business and the receiving party to be an individual.