Non-Disclosure Agreement (NDA)
Unilateral/mutual NDA with definition, exclusions, term, return, and remedies.
How to use this template
1) Set [unilateral/mutual] to match your deal. 2) State the purpose of disclosure and party names clearly. 3) Fill the confidentiality term (e.g. 2–3 years). 4) Complete stamp duty/signing formalities per local practice.
Legal notes (read before signing)
Sample only. Bangladesh has no standalone trade-secrets Act—contractual confidentiality is typically enforced under the Contract Act, 1872. Verify Stamp Act requirements. Draft injunction/damages clauses carefully and have counsel review material deals.
Authority reference: Contract Act 1872; market-standard confidentiality practice. Reviewer: Pending lawyer panel review. Next review: 2026-10-01.
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NON-DISCLOSURE AGREEMENT (NDA) Type: [unilateral/mutual] Date: [date] Parties: 1. Disclosing Party: [party A name], Address: [address A] (the “Disclosing Party”). 2. Receiving Party: [party B name], Address: [address B] (the “Receiving Party”). (If mutual, each party is both Disclosing and Receiving Party as to its own information.) 1. Purpose 1.1 The parties wish to exchange confidential information regarding [purpose — e.g. business discussions/project]. 2. Definition of Confidential Information 2.1 “Confidential Information” means business, technical, financial or other non-public information disclosed orally, in writing or electronically that is marked confidential or that a reasonable person would understand to be confidential. 2.2 Exclusions: (a) information already in the public domain; (b) independently developed by the Receiving Party; (c) lawfully received from a third party without duty of confidence; (d) required to be disclosed by law/court order (with prior notice where legally permitted). 3. Obligations 3.1 The Receiving Party shall use Confidential Information only for the Purpose and shall not disclose it to third parties. 3.2 Disclosure to professional advisors (lawyers, accountants, etc.) is permitted on a need-to-know basis under equivalent confidentiality. 4. Return or destruction 4.1 On request or when discussions end, the Receiving Party shall return or destroy copies of Confidential Information, except for legally required archival copies. 5. Term 5.1 Confidentiality obligations continue for [years] years, or until [end date]. 6. No warranty 6.1 Disclosed information is provided “as is” with no warranty of accuracy or completeness. 7. Remedies 7.1 In case of breach or threatened breach, the Disclosing Party may seek injunctive relief and claim damages. (General wording only—finalise with local counsel.) 8. Governing law and forum 8.1 Laws of Bangladesh apply. 8.2 Dispute forum: [Dhaka courts / arbitration — details]. Signatures Party A: ____________________ Date: __________ Party B: ____________________ Date: __________
What each clause means
Type & parties
Unilateral or mutual and party identities.
Purpose
Why information is shared.
Definition
What is confidential and standard exclusions.
Non-use / non-disclosure
Use only for the permitted purpose.
Advisors
Share with advisors under confidentiality.
Return / destruction
On request or end of discussions.
Term
How long obligations last.
No warranty
No guarantee of accuracy of disclosed info.
Remedies
Injunction and damages — carefully worded.
Law & forum
Bangladesh law; courts/arbitration.
Preview
NON-DISCLOSURE AGREEMENT (NDA) Type: [unilateral/mutual] Date: [date] Parties: 1. Disclosing Party: [party A name], Address: [address A] (the “Disclosing Party”). 2. Receiving Party: [party B name], Address: [address B] (the “Receiving Party”). (If mutual, each party is both Disclosing and Receiving Party as to its own information.) 1. Purpose 1.1 The parties wish to exchange confidential information regarding [purpose — e.g. business discussions/project]. 2. Definition of Confidential Information 2.1 “Confidential Information” means business, technical, financial or other non-public information disclosed orally, in writing or electronically that is marked confidential or that a reasonable person would understand to be confidential. 2.2 Exclusions: (a) information already in the public domain; (b) independently developed by the Receiving Party; (c) lawfully received from a third party without duty of confidence; (d) required to be disclosed by law/court order (with prior notice where legally permitted). 3. Obligations 3.1 The Receiving Party shall use Confidential Information only for the Purpose and shall not disclose it to third parties. 3.2 Disclosure to professional advisors (lawyers, accountants, etc.) is permitted on a need-to-know basis under equivalent confidentiality. 4. Return or destruction 4.1 On request or when discussions end, the Receiving Party shall return or destroy copies of Confidential Information, except for legally required archival copies. 5. Term 5.1 Confidentiality obligations continue for [years] years, or until [end date]. 6. No warranty 6.1 Disclosed information is provided “as is” with no warranty of accuracy or completeness. 7. Remedies 7.1 In case of breach or threatened breach, the Disclosing Party may seek injunctive relief and claim damages. (General wording only—finalise with local counsel.) 8. Governing law and forum 8.1 Laws of Bangladesh apply. 8.2 Dispute forum: [Dhaka courts / arbitration — details]. Signatures Party A: ____________________ Date: __________ Party B: ____________________ Date: __________
AdalotBD provides legal information, not legal advice, and is not a law firm. AI answers may be wrong. For your specific situation, consult a qualified advocate in Bangladesh. Legal information, not advice