Non-Disclosure Agreement for Virginia


This NON-DISCLOSURE AGREEMENT (the "Agreement") is effective as of _____________ by and between _____________ ("Discloser"), located at _____________, _____________, _____________ _____________, and _____________ ("Recipient" or "you"), located at _____________, _____________, _____________ _____________ (Discloser and Recipient together are the "Parties," each a "Party").

  1. Confidential Information. "Confidential Information" means all proprietary, financial, business, legal, technical, or other information of Discloser or Discloser's affiliates, employees, customers, or suppliers previously or subsequently disclosed by or on behalf of Discloser to Recipient not generally known to third parties, including, without limitation, all information, whether in tangible or intangible form, (i) disclosed pursuant to this Agreement for purposes of evaluating or engaging in potential or continuing projects or business activities between the Parties; (ii) related to Discloser's existing or contemplated proprietary inventions, discoveries, technologies, prospects, patentable ideas, or trade secrets; (iii) marked or otherwise identified as confidential at the time of disclosure or designated as such in a written memorandum delivered to Recipient within 30 days thereafter; (iv) that by its nature would be understood by a reasonable person to be proprietary or confidential under the circumstances; or (v) information received by Discloser from others that Discloser has an obligation to treat as confidential. All such information will be treated as Confidential Information regardless of whether it is designated as confidential at the time of its disclosure. This Agreement will not prohibit any disclosure that is required by law or court order, provided that Recipient has not intentionally taken actions to trigger such required disclosure.
  2. Obligations. In consideration for Recipient's receipt of Confidential Information or other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Recipient agrees as follows: (i) to not disclose Confidential Information to third parties without Discloser's express prior written consent and to maintain the confidentiality of the Confidential Information in good faith while exercising reasonable precautions to prevent any unauthorized access, use, or disclosure; (ii) to only use Confidential Information for the purposes for which it was provided or in order to evaluate potential or continuing projects or business activities between the Parties and in performance of any resulting arrangements; (iii) to not disclose Confidential Information to Recipient's employees, officers, parent company, or majority-owned subsidiaries, if any, except on a need-to-know basis for purposes permitted hereunder; (iv) to not copy, modify, reverse engineer, or independently derive Confidential Information, or attempt to do so, except for purposes permitted hereunder; (v) to immediately notify Discloser if Recipient becomes aware of any possible unauthorized use, disclosure, or misappropriation of Confidential Information; and (vi) to immediately notify Discloser of any court order compelling disclosure of Confidential Information and will cooperate with Discloser in contesting or minimizing such disclosure. Each party will be responsible for any breach of its obligations hereunder by its respective employees or agents.
  3. No Warranties or Licenses. Confidential Information is provided to Recipient on an "As-Is" basis. DISCLOSER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS ACCURACY, COMPLETENESS, OR PERFORMANCE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. All of Discloser's title and rights in and to its Confidential Information will remain the exclusive property of Discloser. Neither this Agreement nor any disclosure of Confidential Information hereunder (i) obligates the Discloser to disclose Confidential Information, (ii) obligates the Parties to transact or contract with each other, (iii) limits the Parties from entering into business relationships with third parties, or (iv) grants Recipient any right or license under any copyright, patent, trade secret, or other intellectual property right. Nothing herein creates a joint venture or other business association between the parties.
  4. Term; Remedies. Recipient agrees to immediately return or destroy all Confidential Information, including copies thereof, upon termination of this Agreement or Discloser's written request. Recipient acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Discloser for which money damages may be an inadequate remedy. Accordingly, in the event of a breach or threatened breach of this Agreement, Discloser is entitled to seek injunctive relief in addition to any other rights or remedies available at law, in equity, or by statute.
  5. General. This Agreement represents the entire Agreement between the Parties and may not be modified other than in a signed writing by both Parties. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then that provision will be considered removed from this Agreement and the remaining provisions will continue to be valid or limited according to the intentions of the Parties. The failure by Discloser to enforce a breach of this Agreement by Recipient will not be considered as a waiver of rights with respect to any subsequent breach by Recipient. This Agreement will be governed by and construed in accordance with the laws of Virginia. All disputes will be resolved by a court of competent jurisdiction therein. Any notice hereunder will be effective upon receipt and must be provided in writing and delivered to the address stated above.


IN WITNESS WHEREOF, the Parties have duly signed the attached NON-DISCLOSURE AGREEMENT, effective _____________.



Date: ___________________________

Print Name: ________________________________

Title: ___________________________


Date: ___________________________

Print Name: ________________________________

Title: ___________________________

Instructions for Your Non-Disclosure Agreement

Use this non-disclosure agreement in order to prevent others from disclosing confidential information or trade secrets to the Disclosing Party's (called the "Discloser" in the document) competition or using it for their own benefit. This agreement uses a comprehensive definition of "Confidential Information" to ensure any and all proprietary information remains well-protected. The Recipient is required to exercise the utmost diligence and his or her best efforts to guard and protect against unauthorized disclosure or theft of confidential information. If the Recipient learns that someone else is making unauthorized disclosures, the Recipient is required to notify the Disclosing Party. Furthermore, the Recipient may not disclose confidential information to his or her employees (if any) unless absolutely required for an employee to perform his or her job duties.

Confidential Information Protected

As mentioned above, this agreement uses a definition of "Confidential Information" designed to ensure maximum protection of the Disclosing Party's information. Therefore, you are not required to add any other types of specific information that the Recipient is required to keep confidential. However, including this information when prompted can help clarify the expectations of the parties and support the Discloser should there ever be a dispute.

Term Length

The Recipient's duty of confidentiality can last as long as is needed for the parties' business purposes. Depending on the circumstances, the parties may agree on a length as short as a few months or may agree to make the duty last forever. It is best practice to limit the duration to as short as is necessary to protect the Disclosing Party's interests.

Additional Terms

You can add additional terms and conditions as desired. This allows you complete flexibility to tailor the document to reflect the specific situation and true intent of the parties, but be sure to preview the agreement first so that you know what has already been included.

Executing Your Agreement

  • Have all parties sign and date the signature lines where indicated. Electronic signatures are allowed by the terms of the agreement. The parties can also sign copies sent to each other by email, fax, or other electronic means.
  • Make sure that all parties get a copy of the fully executed agreement.
  • That's it! You can now rest assured that the Disclosing Party's confidential information will remain safe and secure.
Please note that the language you see here changes depending on your answers to the document questionnaire.

Non-Disclosure Agreement

The non-disclosure agreement protects proprietary business information by preventing recipients of that information from disclosing it to others. This agreement empowers the parties that sign it to freely discuss their ideas so that they may build successful business relationships without fear of losing their business opportunities.

LegalNature’s form builder gives you the flexibility needed to customize the agreement according to the wishes of the parties. When completing the agreement, you will identify the parties involved and choose how long the recipient’s duty of confidentiality will last. Often the duty of confidentiality will last forever.

LegalNature's step-by-step guidance helps you quickly draft a strong non-disclosure agreement you can rely on.

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