NDA Agreement Template: Sample Non-Disclosure Agreement (Australia)

If you’re building a startup or running a small business, chances are you’ll share valuable information with people outside your team.

Maybe you’re pitching to investors, testing a new idea with a developer, negotiating with a supplier, onboarding a contractor, or talking to a potential business partner. In all of those situations, your “secret sauce” (and sometimes even your customer list) can be at risk.

That’s where using an NDA agreement template can be a helpful starting point. Used properly, a non-disclosure agreement (NDA) sets clear rules about what information is confidential, who can use it, and what happens if it’s misused.

In this guide, we’ll walk you through what an NDA is, when you actually need one, what a strong NDA template should include, and we’ll also share a practical NDA sample you can adapt for your business.

What Is An NDA (Non‑Disclosure Agreement) And Why Do Small Businesses Use One?

An NDA (also called a non disclosure agreement) is a contract where one or both parties agree to keep certain information confidential.

From a small business perspective, the goal is simple: you want to share information to move a deal forward, without losing control of it.

What Counts As “Confidential Information” In Australia?

Confidential information is usually information that:

• is not public,
• has value to your business (commercial value, strategic value, or competitive advantage), and
• you want to keep private.

Common examples include:

• pricing structures and margin details
• customer lists and supplier lists
• product roadmaps, prototypes, and technical specifications
• financials, forecasts, and investor materials
• internal processes and “how we do it” documentation
• software source code, scripts, designs, and IP in development
• marketing strategy and launch plans

Many business owners try to rely on a quick confidentiality note in an email like “this is confidential”. Sometimes that helps set expectations, but it usually won’t give you the detailed rights, restrictions, and remedies that a proper NDA document can provide.

One‑Way vs Mutual NDAs

Most NDAs fall into one of two categories:

• One-way NDA: only one party discloses confidential information (for example, you’re sharing your pitch deck and financials with a potential investor).
• Mutual NDA: both parties share confidential information (for example, you and a potential collaborator are exploring a joint product build).

Which one you use matters, because the obligations should match what’s actually happening in the relationship.

When Do You Actually Need An NDA Agreement Template?

Not every business conversation needs a full NDA. But in practice, small businesses often benefit from having an NDA ready to go, especially when conversations move quickly.

Here are common situations where an NDA agreement template can be useful.

1. Talking To A Developer, Designer Or Agency

If you’re handing over requirements, prototypes, customer pain points, or access to internal systems, you should consider an NDA (and usually a broader services contract too).

If the developer is going to create code, content, designs, or other materials for you, you’ll also want to make sure ownership and licensing are handled properly (an NDA is only one part of protecting your IP).

2. Pitching To Investors Or Strategic Partners

Investors don’t always sign NDAs at very early stages, but strategic partners often do. Either way, an NDA can be useful where appropriate, especially if you’re sharing detailed financials, customer lists, or sensitive product information.

If you’re raising capital or bringing people into ownership, it’s also worth thinking ahead about documents like a Shareholders Agreement so expectations are clear beyond confidentiality.

3. Engaging Contractors Or New Team Members

Your employees and contractors may access sensitive business information daily. Confidentiality clauses are often built into broader agreements, like an Employment Contract or an independent contractor agreement, rather than being handled by a standalone NDA.

That said, a standalone NDA can still be useful in short-term situations (like early interviews, advisory discussions, or trial projects).

4. Negotiating With Suppliers Or Manufacturers

If a supplier is learning how your product works, where you source materials, your forecast volumes, or your cost structure, that’s often worth protecting with an NDA document.

5. During A Business Sale Or Acquisition

Buying or selling a business often involves sharing financial statements, customer data, and operational details. An NDA is commonly used early, before full due diligence begins.

What Should A Strong NDA Agreement Template Include?

A standard non disclosure agreement isn’t just a formality. A well-drafted NDA should be practical, clear, and enforceable, and it should reflect the real-world way your business shares information.

Here are the clauses we usually expect to see in a solid NDA agreement template for Australian startups and small businesses.

1. Parties (And Making Sure The Right Entity Signs)

This sounds basic, but it’s a common pain point. Is the party you’re contracting with a company, a sole trader, or an individual?

If you operate through a company, your legal name and structure should be consistent across agreements. For example, your internal governance may be set out in a Company Constitution, but your NDA should still correctly identify the contracting entity (the company name and ACN, not just a trading name).

2. Definition Of “Confidential Information”

This section should be broad enough to protect what matters, but not so vague that it becomes difficult to apply.

A practical approach is to define confidential information as:

• information disclosed in any form (written, verbal, visual, electronic), and
• information that is marked confidential or would reasonably be understood as confidential given the nature of the information and the context.

This helps cover situations where things move quickly (like a pitch meeting or product demo) and not everything is labelled “CONFIDENTIAL”.

3. Permitted Purpose (What The Recipient Is Allowed To Do With It)

This is one of the most important parts of any NDA. You want the other party to use the information only for an agreed purpose, such as:

• evaluating a potential commercial relationship
• providing specific services
• considering an investment or acquisition

Without a clear permitted purpose, it can be harder to show misuse later.

4. Non‑Disclosure And Security Obligations

Your NDA should set out practical obligations like:

• not disclosing confidential information to third parties
• protecting it using reasonable security measures
• only sharing it with staff/contractors who “need to know” and who are bound by confidentiality obligations too

This is especially important if confidential information includes personal data (customer details, user data, or employee information). NDAs don’t replace privacy compliance, and if you collect personal information you may also need a Privacy Policy and privacy processes that fit your business model.

5. Exclusions (When Information Is Not Confidential)

Most NDA templates include standard exclusions, such as information that:

• is already public (not because of a breach)
• was already known by the recipient before disclosure
• is independently developed without using the confidential information
• is required to be disclosed by law (for example, by a court order)

These exclusions can make the agreement more balanced and clearer to apply.

6. Term (How Long The NDA Lasts)

Many NDAs have:

• a disclosure period (for example, 12 months while you explore a deal), and
• a confidentiality period (for example, 2-5 years after disclosure, sometimes longer for trade secrets).

The “right” duration depends on the type of information. A marketing launch plan might be sensitive for months. Source code or proprietary processes might be sensitive for years.

7. Return Or Destruction Of Materials

If talks fall over, you’ll usually want the other party to return or delete your documents and materials (including copies).

In a digital world, you’ll often see carve-outs that allow retained copies for compliance or backup purposes, but still subject to confidentiality obligations.

8. Intellectual Property (IP) Ownership

A common misconception is that an NDA automatically assigns IP. It usually doesn’t.

NDAs often say disclosure does not transfer ownership. If the other party is creating deliverables for you, you typically need additional provisions in a services agreement or an IP assignment/licence arrangement.

If your situation involves brand elements (like names, logos, or slogans), it can also be worth considering trade mark protection early on. In some cases, an Intellectual Property Lawyer can help you map out what you should register and what you should keep as confidential know-how.

9. Remedies (What Happens If There’s A Breach)

Most NDAs will include language acknowledging that a breach may cause serious harm and that you may seek urgent relief (like an injunction) in addition to damages.

This doesn’t guarantee a particular outcome in court, but it helps set expectations and can strengthen your position when you need to act quickly.

NDA Example: A Practical Sample Non‑Disclosure Agreement (Australia)

Below is an NDA example for general guidance. You’ll still want to tailor it to your situation (especially around the permitted purpose, duration, and what information is actually being shared).

If you’re looking for a document that’s built for your specific deal and risk profile, a lawyer-drafted Non-Disclosure Agreement is often the safer option than copying a generic template from the internet.

Sample NDA Clauses (Template Format)

1. Parties
This Non‑Disclosure Agreement (Agreement) is made on between:
(a) (ABN/ACN ) of (Disclosing Party); and
(b) (ABN/ACN ) of (Receiving Party).

2. Purpose
The parties anticipate discussions regarding (Purpose). The Receiving Party must use the Confidential Information only for the Purpose.

3. Confidential Information
In this Agreement, “Confidential Information” means any information disclosed by the Disclosing Party to the Receiving Party in connection with the Purpose, whether disclosed verbally, in writing, electronically, visually or otherwise, that:
(a) is marked as confidential; or
(b) by its nature, ought reasonably to be understood as confidential.

4. Confidentiality Obligations
The Receiving Party must:
(a) keep the Confidential Information confidential and take reasonable steps to protect it from unauthorised use, access or disclosure;
(b) not disclose Confidential Information to any person except its Representatives who need to know it for the Purpose; and
(c) ensure its Representatives are bound by confidentiality obligations no less protective than this Agreement.

5. Exclusions
The obligations in clause 4 do not apply to information which the Receiving Party can demonstrate:
(a) is or becomes public other than through a breach of this Agreement;
(b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party;
(c) is independently developed by the Receiving Party without reference to the Confidential Information; or
(d) is required to be disclosed by law, provided the Receiving Party (to the extent legally permitted) gives the Disclosing Party notice and reasonable assistance to seek protective orders or confidential treatment.

6. Return Or Destruction
Upon request by the Disclosing Party, the Receiving Party must promptly return or destroy all documents and materials containing Confidential Information, including copies, except to the extent the Receiving Party is required to retain a copy for legal or compliance purposes.

7. Term
This Agreement commences on the date of this Agreement and continues for years. The Receiving Party’s confidentiality obligations continue for years from the date of each disclosure of Confidential Information.

8. No Licence / Ownership
All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or other rights to the Confidential Information except as required for the Purpose.

9. Remedies
The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party. The Disclosing Party may seek urgent equitable relief (including an injunction) in addition to any other remedies available at law.

10. Governing Law
This Agreement is governed by the laws of , Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that State or Territory.

Executed as an agreement
Signed for and on behalf of by its authorised representative:
Signature: ____________________ Name: ____________________ Date: ____________________

Signed for and on behalf of by its authorised representative:
Signature: ____________________ Name: ____________________ Date: ____________________

Practical tip: If you’re regularly sending confidential information to multiple parties (like suppliers, contractors, or prospective partners), it can be worth standardising your NDA process. A consistent template, naming convention, and signing workflow can prevent missed steps later.

Common Mistakes With NDA Documents (And How To Avoid Them)

NDAs are common, but they’re also commonly done in a way that doesn’t actually protect the business.

Here are issues we often see with a “standard” NDA pulled from online templates.

Using An NDA When You Really Need A Broader Contract

An NDA protects confidentiality, not performance.

If you’re engaging someone to deliver work (like development, marketing, consulting, or manufacturing), you’ll usually also need clear terms on scope, fees, timelines, IP ownership, warranties, and liability. Relying on an NDA alone can leave big gaps.

Not Defining The “Purpose” Properly

A vague purpose like “business discussions” can lead to grey areas. If the other party later uses your information in a way you didn’t expect, you may find yourself arguing about what was actually permitted.

A tighter purpose helps prevent misunderstandings and makes compliance easier.

Forgetting About Privacy And Data Handling

Many businesses share customer information during partnerships, integrations, or supplier negotiations.

If personal information is involved, confidentiality is only one part of the picture. You may need privacy disclosures, proper handling processes, and sometimes specific data clauses. This is where broader privacy compliance (including your Privacy Policy) matters.

Signing With The Wrong Party (Or No Authority)

Make sure the person signing is signing for the correct legal entity and has authority to do so.

This is especially important if the other side is a group of companies, or if you’re dealing with an individual who is actually providing services through their company.

Assuming “Template = Enforceable”

A template can be a useful starting point, but enforceability depends on:

• clear drafting and definitions
• proper execution (signed by the right parties)
• reasonable and commercially justifiable terms
• the facts of what information was shared and how it was used

It’s also worth remembering that if a dispute arises, your NDA is just one part of the evidence. How you label documents, how you control access, and how you communicate confidentiality internally can all matter.

Key Takeaways

• An NDA agreement template can help you share sensitive business information while setting clear rules on confidentiality and permitted use.
• The best NDAs are practical: they clearly define confidential information, specify the permitted purpose, and set realistic security and disclosure obligations.
• One-way and mutual NDAs serve different situations, so it’s important to choose the right structure for your deal.
• A good NDA template should cover term, exclusions, return/destruction of information, IP ownership (or no transfer of ownership), and remedies for breach.
• NDAs don’t replace broader contracts-if someone is doing work for you, you may also need services terms covering scope, payment, IP and liability.
• If your confidential information includes personal information, confidentiality clauses should sit alongside privacy compliance measures.

Important: This article is general information only and doesn’t take into account your specific circumstances. It isn’t legal advice. If you’d like advice on an NDA (or any contract) for your business, it’s best to speak with a lawyer.

If you’d like help putting an NDA in place that fits your business and the way you actually share information, you can reach us at 1800 730 617 or team@sprintlaw.com.au for a free, no-obligations chat.