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Non-Disclosure Agreement


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Your Non-Disclosure Agreement

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THIS NON-DISCLOSURE AGREEMENT ("the Agreement") dated this ________ day of ________________, ________.


____________________ of ____________________________________________________________
(the "Employer")


- AND -

____________________ of ____________________________________________________________
(the "Employee")



  1. The Employee is currently or may be employed as an employee with the Employer for the position of: __________. In addition to this responsibility or position (the "Employment"), this Agreement also covers any position or responsibility now or later held with the Employer.
  2. The Employee will receive from the Employer, or develop on the behalf of the Employer, Confidential Information as a result of the Employment (the "Permitted Purpose").

IN CONSIDERATION OF and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:

  1. Confidential Information
  2. All written and oral information and materials disclosed or provided by the Employer to the Employee under this Agreement constitute Confidential Information regardless of whether such information was provided before or after the date of this Agreement or how it was provided to the Employee.
  3. The Employee acknowledges that in any position the Employee may hold, in and as a result of the Employee's employment by the Employer, the Employee will, or may, be making use of, acquiring or adding to information about certain matters and things which are confidential to the Employer and which information is the exclusive property of the Employer.
  4. 'Confidential Information' means all data and information relating to the business and management of the Employer, including but not limited to, the following:
    1. 'Business Operations' which includes internal personnel and financial information of the Employer, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, external business contacts including those stored on social media accounts or other similar platforms or databases operated by the Employer, and the manner and methods of conducting the Employer's business;
    2. 'Customer Information' which includes names of customers of the Employer, their representatives, all customer contact information, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licensed or received by customers of the Employer;
    3. 'Intellectual Property' which includes information relating to the Employer's proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
    4. 'Service Information' which includes all data and information relating to the services provided by the Employer, including but not limited to, plans, schedules, manpower, inspection, and training information;
    5. 'Product Information' which includes all specifications for products of the Employer as well as work product resulting from or related to work or projects performed or to be performed for the Employer or for clients of the Employer, of any type or form in any stage of actual or anticipated research and development;
    6. 'Production Processes' which includes processes used in the creation, production and manufacturing of the work product of the Employer, including but not limited to, formulas, patterns, moulds, models, methods, techniques, specifications, processes, procedures, equipment, devices, programs, and designs;
    7. 'Accounting Information' which includes, without limitation, all financial statements, annual reports, balance sheets, company asset information, company liability information, revenue and expense reporting, profit and loss reporting, cash flow reporting, accounts receivable, accounts payable, inventory reporting, purchasing information and payroll information of the Employer;
    8. 'Marketing and Development Information' which includes marketing and development plans of the Employer, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Employer which have been or are being discussed;
    9. 'Computer Technology' which includes all scientific and technical information or material of the Employer, pertaining to any machine, appliance or process, including but not limited to, specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
    10. 'Proprietary Computer Code' which includes all sets of statements, instructions or programs of the Employer, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer ('Computer Programs'); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs; and
    11. Confidential Information will also include any information that has been disclosed by a third party to the Employer and is protected by a non-disclosure agreement entered into between the third party and the Employer.
  5. Confidential Information will not include the following information:
    1. Information that is generally known in the industry of the Employer;
    2. Information that is now or subsequently becomes generally available to the public through no wrongful act of the Employee;
    3. Information rightly in the possession of the Employee prior to the disclosure to the Employee by the Employer;
    4. Information that is independently created by the Employee without direct or indirect use of the Confidential Information; or
    5. Information that the Employee rightfully obtains from a third party who has the right to transfer or disclose it.
  6. Obligations of Non-Disclosure
  7. Except as otherwise provided in this Agreement, the Employee must not disclose the Confidential Information.
  8. Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of the Employer and will only be used by the Employee for the Permitted Purpose. The Employee will not use the Confidential Information for any purpose that might be directly or indirectly detrimental to the Employer or any associated affiliates or subsidiaries.
  9. The obligations to ensure and prevent the disclosure of the Confidential Information imposed on the Employee in this Agreement and any obligations to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and those obligations will last indefinitely.
  10. The Employee may disclose any of the Confidential Information:
    1. to such agents, representatives and advisors of the Employee that have a need to know for the Permitted Purpose provided that:
      1. the Employee has informed such personnel of the confidential nature of the Confidential Information;
      2. such personnel agree to be legally bound to the same burdens of non-disclosure and non-use as the Employee;
      3. the Employee agrees to take all necessary steps to ensure that the terms of this Agreement are not violated by such personnel; and
      4. the Employee agrees to be responsible for and indemnify the Employer for any breach of this Agreement by their personnel.
    2. to a third party where the Employer has consented in writing to such disclosure; and
    3. to the extent required by law or by the request or requirement of any judicial, legislative, administrative or other governmental body.
  11. Avoiding Conflict of Opportunities
  12. It is understood and agreed that any business opportunity relating to or similar to the Employer's current or anticipated business opportunities coming to the attention of the Employee during the Employee's employment is an opportunity belonging to the Employer. Accordingly, the Employee will advise the Employer of the opportunity and cannot pursue the opportunity, directly or indirectly, without the written consent of the Employer.
  13. Without the written consent of the Employer, the Employee further agrees not to directly or indirectly, engage or participate in any other business activities which the Employer, in its reasonable discretion, determines to be in conflict with the best interests of the Employer.
  14. Ownership and Title
  15. The Employee acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Employer. Accordingly, the Employee specifically agrees and acknowledges that the Employee will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-mark or trade names, notwithstanding the fact that the Employee may have created or contributed to the creation of that Confidential Information.
  16. The Employee does hereby waive any moral rights that the Employee may have with respect to the Confidential Information.
  17. The Confidential Information will not include anything developed or produced by the Employee during the term of this Agreement, including but not limited to intellectual property, process, design, development, creation, research, invention, know-how, trade name, trade-mark or copyright that:
    1. was developed without the use of any equipment, supplies, facility or Confidential Information of the Employer;
    2. was developed entirely on the Employee's own time;
    3. does not relate to the actual business or reasonably anticipated business of the Employer;
    4. does not relate to the actual or demonstrably anticipated processes, research, or development of the Employer; and
    5. does not result from any work performed by the Employee for the Employer.
  18. The Employee agrees to immediately disclose to the Employer all Confidential Information developed in whole or in part by the Employee during the term of the Employment and to assign to the Employer any right, title or interest the Employee may have in the Confidential Information. The Employee agrees to execute any instruments and to do all other things reasonably requested by the Employer (both during and after the term of the Employment) in order to vest more fully in the Employer all ownership rights in those items transferred by the Employee to the Employer.
  19. Remedies
  20. The Employee agrees and acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages and would cause irreparable injury to the Employer. Accordingly, the Employee agrees that the Employer is entitled to, in addition to all other rights and remedies available to it at law or in equity, an injunction restraining the Employee and any agents of the Employee, from directly or indirectly committing or engaging in any act restricted by this Agreement in relation to the Confidential Information.
  21. Return of Confidential Information
  22. The Employee agrees that, upon request of the Employer, or in the event that the Employee ceases to require use of the Confidential Information, or upon expiration or termination of this Agreement, or the expiration or termination of the Employment, the Employee will turn over to the Employer all documents, disks or other computer media, or other material in the possession or control of the Employee that:
    1. may contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement; or
    2. is connected with or derived from the Employee's services to the Employer.
  23. Notices
  24. In the event that the Employee is required in a civil, criminal or regulatory proceeding to disclose any part of the Confidential Information, the Employee will give to the Employer prompt written notice of such request so the Employer may seek an appropriate remedy or alternatively to waive the Employee's compliance with the provisions of this Agreement in regards to the request.
  25. If the Employee loses or makes unauthorized disclosure of any of the Confidential Information, the Employee will immediately notify the Employer and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
  26. Any notices or delivery required in this Agreement will be deemed completed when hand-delivered, delivered by agent, or seven days after being placed in the post, postage prepaid, to the parties at the addresses contained in this Agreement or as the parties may later designate in writing.
  27. The addresses for any notice to be delivered to any of the parties to this Agreement are as follows:
    1. Name: ____________________
      Address: ____________________________________________________________

    2. Name: ____________________
      Address: ____________________________________________________________

  28. Representations
  29. In providing the Confidential Information, the Employer makes no representations, either expressly or impliedly as to its adequacy, sufficiency, completeness, correctness or its lack of defect of any kind, including any patent or trade-mark infringement that may result from the use of such information.
  30. Termination
  31. This Agreement will automatically terminate on the date that the Employee's Employment with the Employer terminates or expires, as the case may be. Except as otherwise provided in this Agreement, all rights and obligations under this Agreement will terminate at that time.
  32. Assignment
  33. Except where a party has changed its corporate name or merged with another corporation, this Agreement may not be assigned or otherwise transferred by either party in whole or part without the prior written consent of the other party to this Agreement.
  34. Amendments
  35. This Agreement may only be amended or modified by a written instrument executed by both the Employer and the Employee.
  36. Governing Law
  37. This Agreement will be construed in accordance with and governed by the laws of the Province of Alberta.
  38. General Provisions
  39. Time is of the essence in this Agreement.
  40. This Agreement may be executed in counterpart.
  41. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  42. The clauses, paragraphs, and subparagraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be invalid, this invalidity will not affect the operation of any other part of this Agreement.
  43. The Employee is liable for all costs, expenses and expenditures including, and without limitation, the complete legal costs incurred by the Employer in enforcing this Agreement as a result of any default of this Agreement by the Employee.
  44. The Employer and the Employee acknowledge that this Agreement is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Agreement to be too broad to be enforceable, it is the intention of the Employer and the Employee that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, bearing in mind that it is the intention of the Employee to give the Employer the broadest possible protection against disclosure of the Confidential Information.
  45. No failure or delay by the Employer in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  46. This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of the Employer and the Employee.
  47. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

IN WITNESS WHEREOF ____________________ and ____________________ have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

WITNESS:  ______________________


Per:____________________________ (Seal)

WITNESS:  ______________________


Last updated December 21, 2023

Written by

Reviewed by


Fact checked by

What is a Non-Disclosure Agreement (NDA)?

A Non-Disclosure Agreement (NDA) is a legally binding contract between two parties that aims to keep specific information confidential. An NDA is also known as a Confidentiality Agreement.

When a recipient of confidential information signs an NDA, they agree not to disclose it to any unauthorized people or organizations. If they fail to keep the information private, the disclosing party may have the grounds to take legal action against them.

You may use our Non-Disclosure Agreement template in all Canadian provinces and territories.

Looking for a Non-Disclosure Agreement in French?

Use our Accord de non-divulgation.

Who is involved in a Non-Disclosure Agreement?

There are two parties involved in an NDA:

  • The information provider, also known as the disclosing party, is the individual or organization that is sharing confidential information.
  • The recipient is the individual or organization that is acquiring the information and keeping it confidential

Depending on your situation, one party can comprise multiple individuals or organizations.

When should I use a Non-Disclosure Agreement?

An NDA can be used in a variety of situations in Canada, such as the following scenarios:

1. Hiring an employee

If you're hiring an employee who will have access to confidential information on the job, have them sign an NDA before hiring. This is especially important if some sensitive details will be discussed during the interview process. Confidential information could include your business' marketing strategies, customer data, future ideas, and more.

A Non-Disclosure Agreement can protect you and your business interests by deterring your employees from sharing or misusing confidential information. An NDA will make it clear to your prospective employee what information must be treated confidentially and the consequences if they don't keep their obligations. If the employee breaches the agreement, you can sue them for breach of contract.

Alternatively, if you don't want to create NDAs for your employees, and won't need to discuss any trade secrets prior to hiring, you can include confidentiality clauses in Employment Agreements that will protect your sensitive business information.

2. Hiring a contractor or consultant

If you're hiring a contractor or consultant who will have access to confidential business information while working with you, have them sign an NDA beforehand.

Like with employees, contractors and consultants may need access to your business's marketing strategies, customer data, or more to perform their role. With NDAs, you can provide them with the information they need to succeed while protecting your interests.

In addition, ensure you always use Independent Contractor Agreements and Consulting Agreements when hiring contractors and consultants.

3. Selling a business

If you're selling all or part of your business through the sale of shares or assets, a prospective buyer will complete their due diligence by requesting to see your financial books or other confidential records. Confidential information can include knowledge or documentation relating to employees, trade secrets, clients, profits, or losses.

Before you disclose anything, ask prospective buyers to sign an NDA. After the NDA has been signed, both parties should sign a Letter of Intent that outlines their genuine intentions to complete the transaction after due diligence has been completed.

4. Discussing an invention or idea

When discussing an invention or piece of intellectual property with someone, have them sign an NDA before disclosing any information.

To evaluate an invention, investors or potential buyers often require access to confidential information about it before deciding whether they want to be involved. An invention could be a:

  • Product
  • Plan
  • Design
  • Recipe

A Non-Disclosure Agreement allows investors, buyers, and other collaborators to make informed decisions without having the right to share or misuse your intellectual property.

Generally, you shouldn't describe an invention in an NDA to ensure that the evaluator can't read the agreement, gain knowledge about your invention, and refuse to sign.

What types of information can an NDA protect?

Confidential information includes all information that the provider discloses to the recipient that is not common knowledge or already in the public domain. A Non-Disclosure Agreement can protect any or all of the following types of confidential information:

  • Business operations, such as personnel data, operational costs, and vendor details
  • Customer data, such as contact information, client contracts, and purchase quantities
  • Intellectual property and proprietary information, such as copyrighted works and trade secrets
  • Services provided, such as internal plans, schedules, and training materials
  • Products and processes, including research, designs, and manufacturing techniques
  • Accounting and finances, such as annual reports, company liability, and payroll records
  • Marketing and development, such as marketing strategies, pricing policies, and forecasts
  • Computer technology and security, such as proprietary computer code, passwords, and operating procedures

Non-Disclosure Agreements cannot protect information that is:

  • Already known in a specific industry
  • Publicly known through no fault of the recipient
  • Already rightfully in the possession of the recipient
  • Created by the recipient through their own independent research
  • Rightfully disclosed and obtained from a third party

Mutual versus one-way NDAs

Non-Disclosure Agreements can either be one-way or mutual. Our template only creates one-way NDAs.

Under a one-way NDA, one party agrees not to disclose confidential information. Therefore, only the recipient is bound to confidentiality. One-way NDAs are also known as unilateral or non-mutual NDAs.

Under a mutual NDA, also known as a bilateral NDA, both parties disclose and receive confidential information and protect their interests in one document. If you need a mutual agreement, you can use our template to create two documents with the parties switching roles.

Term dates of NDAs

The obligations of confidentiality created by an NDA can continue indefinitely or end on a predetermined date.

Although, it should be noted that the duties of non-disclosure can extend beyond the formal end of the agreement. For example, trade secrets are considered valuable business assets and are generally protected indefinitely by Canadian law.

Also, an NDA will not be enforceable if the confidential information becomes publicly known (through no fault of the receiving party) because it can no longer be defined as confidential information.

How do I write a Non-Disclosure Agreement?

To create a Non-Disclosure Agreement, it must include specific information, including the following:

  • The scope and definition of the confidential information
  • The permitted use of the confidential information
  • The obligations of the Non-Disclosure Agreement
  • The parties' names and addresses
  • The duration of non-disclosure

You also have the option of including additional clauses in your NDA. For example, you may include a non-compete clause that restricts the receiving party from launching a competing company or providing confidential information to competitors. Or, you may include a non-solicit clause that prohibits the receiving party from taking advantage of the confidential information to entice the disclosing party's contractors or employees to work for them instead.

Breaking a Non-Disclosure Agreement

Even though a Non-Disclosure Agreement is a strong deterrent for disclosing confidential information to unauthorised parties, breaches can still happen.

If a recipient of confidential information breaches an NDA, the first step is often to send a Cease and Desist Letter. If that does not produce the desired result, the information provider may need to take legal action.

If a recipient has broken a Non-Disclosure Agreement and the misuse of the confidential information goes to the core of the information provider’s business or earning potential, damages are often an inadequate remedy.

Our NDA template outlines that a court injunction is an appropriate relief for a breach of the contract. When a court orders an injunction, it means the recipient must immediately cease any misuse of confidential information. Failing to obey a court order is contempt of court, which can result in fines or imprisonment.

However, legal actions are costly and time-consuming. Alternatives that may be applicable to resolve the dispute include one-on-one negotiation or mediation.

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