Sample NDA for adding a partner
NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (“the agreement”) dated this 11th August 2025.
BETWEEN:
[The Firm/Partnership Name], a [State/Country] partnership, with its principal office at [Address] (“the Partnership” or “Disclosing Party”),
-AND-
[Prospective Partner’s Name], residing at [Address] (“the Prospective Partner” or “Receiving Party”).
BACKGROUND:
A. The Partnership is considering admitting the Prospective Partner as an equity or income partner and, in connection with such discussions, may disclose certain confidential, proprietary, or sensitive business information.
B. The Prospective Partner wishes to review such information solely for the purpose of evaluating partnership admission (the “Permitted Purpose”).
C. The parties therefore wish to set out their obligations with respect to the protection and non-disclosure of such information.
CONFIDENTIAL INFORMATION:
1. Confidential Information” means all non-public, proprietary, and sensitive information relating to the Partnership, including but not limited to:
a. Financial statements, profit and loss accounts, partner distributions, and firm liabilities;
b. Client lists, matters in progress, fee structures, and marketing strategies;
c. Partnership deeds, governance documents, and internal policies;
d. Business methods, pricing, or operational procedures;
e. Any other information disclosed orally, electronically, or in writing that a reasonable person would consider confidential.
2. Confidential Information does not include information that:
a. is publicly available other than through breach of this Agreement;
b. was lawfully known to the Receiving Party prior to disclosure;
c. is independently developed without use of the Partnership’s information; or
d. is lawfully obtained from a third party without restriction.
OBLIGATIONS OF NON-DISCLOSURE:
3. The Receiving Party agrees to:
a. Use the Confidential Information solely for the Permitted Purpose;
b. Not disclose Confidential Information to any third party without the Partnership’s prior written consent, except to professional advisors who are bound by confidentiality obligations;
c. Take all reasonable steps to protect the Confidential Information from unauthorized access, loss, or disclosure.
4. The Receiving Party shall not use the Confidential Information to compete with, solicit clients from, or otherwise disadvantage the Partnership
TERM & SURVIVAL:
5. This Agreement will remain in effect until the earlier of:
a. execution of a partnership admission agreement; or
b. twelve (12) months from the date hereof.
6. Obligations regarding Confidential Information disclosed during the term will survive for a period of five (5) years after termination, except with respect to trade secrets, which will remain protected indefinitely.
RETURN OR DESTRUCTION OF INFORMATION:
Upon request or termination of discussions, the Receiving Party shall promptly return or securely destroy all Confidential Information (including copies, summaries, or notes), and confirm compliance in writing.
REMEDIES:
The Receiving Party acknowledges that unauthorized disclosure may cause irreparable harm to the Partnership. The Partnership will be entitled to injunctive relief, in addition to all other legal and equitable remedies, without the necessity of proving actual damages.
GOVERNING LAW:
This Agreement will be construed in accordance with and governed by the laws of the State of California.
GENERAL PROVISIONS:
7. This Agreement constitutes the entire agreement between the parties on the subject matter.
8. Any amendment must be in writing signed by both parties.
9. Neither party may assign this Agreement without prior written consent.
10. If any provision is found unenforceable, the remainder shall remain in full force.
11. Time is of the essence in this Agreement.
IN WITNESS WHEREOF the Disclosing Party and the Receiving Party have duly affixed their signatures under hand and seal on this 21st day of August.
WITNESS: ______________________
…………………
Per:____________________________
(Seal)
WITNESS: ______________________
………………………