# NDA Example Template (Word): One-Way or Mutual NDA by Country > Source: https://netray.co/tools/nda-example-template-word-one-way-mutual-by-country > Publisher: Netray (netray.co), AI and integration engineering for ERP and manufacturing systems. > Section: Free Tools ## Short answer Generate a one-way or mutual NDA in Word or PDF with US, Indian, Canadian or Australian governing law, suited to drawings, IP, customer data and consulting work. ## Category compliance-legal ## Industry Manufacturing ## Audience - ERP consultant - Contracts manager - Founder - Sales engineer ## Tool **Kind:** template **Output:** document **Fields:** #### Discloser (or Party A) **Key:** discloser **Type:** text **Default:** Brightline Components Inc. #### Recipient (or Party B) **Key:** recipient **Type:** text **Default:** Apex ERP Consulting LLP #### Effective date **Key:** effective_date **Type:** date **Default:** 2026-11-01 #### Direction of disclosure **Key:** direction **Type:** select **Options:** - one-way, from the Discloser to the Recipient only - mutual, with each party disclosing to and receiving from the other **Default:** one-way, from the Discloser to the Recipient only #### Purpose **Key:** purpose **Type:** textarea **Default:** The Recipient will assess the Discloser's ERP configuration and production data for a planned upgrade and will have read access to selected modules, reports and sample data sets. #### Country and governing law **Key:** law **Type:** select **Options:** - the State of Delaware, United States, and the federal laws of the United States where applicable - India, including the Indian Contract Act 1872, with the courts at Bengaluru having jurisdiction - the Province of Ontario, Canada, and the federal laws of Canada applicable therein - the State of New South Wales, Australia, and the federal laws of Australia applicable therein **Default:** the State of Delaware, United States, and the federal laws of the United States where applicable #### Personal data wording **Key:** data_note **Type:** select **Options:** - applicable US federal and state privacy and data security laws - the Digital Personal Data Protection Act 2023 (India) and rules made under it - PIPEDA and applicable provincial privacy laws (Canada) - the Privacy Act 1988 (Cth) and Australian Privacy Principles **Default:** applicable US federal and state privacy and data security laws #### Confidentiality period after termination (years) **Key:** confidential_years **Type:** select **Options:** - 2 - 3 - 5 **Default:** 3 #### Termination notice (days) **Key:** notice_days **Type:** number **Default:** 30 **Blocks:** #### Non-Disclosure Agreement **Body:** Effective {{effective_date}}. Parties: {{discloser}} (the Discloser) and {{recipient}} (the Recipient). Disclosure under this Agreement is {{direction}}. Where disclosure is mutual, each party is a Discloser for what it discloses and a Recipient for what it receives. #### 1. Purpose **Body:** {{purpose}} Confidential Information may be used only for this purpose. #### 2. What is confidential **Body:** Confidential Information is any non-public technical, commercial, financial or operational information disclosed by or for the Discloser, whether written, electronic, oral or visual. Examples include product designs and drawings, source code and configurations, ERP data and screenshots, bills of materials, costs and prices, customer and supplier lists, business plans and any inventions or improvements described to the Recipient. It excludes information that is public without breach, already known to the Recipient, received lawfully from a third party, or independently developed. #### 3. Recipient duties **Body:** The Recipient will keep Confidential Information secret, protect it with reasonable security measures, share it only with personnel who need it for the purpose and are bound by equivalent duties, and not copy, remove or store it outside agreed systems. The Recipient will not attempt to re-identify anonymised data or reverse engineer anything supplied. Any suspected unauthorised access or loss will be reported to the Discloser without undue delay. #### 4. Personal data and customer information **Body:** If Confidential Information includes personal data or data belonging to the Discloser's customers, the Recipient will process it only as needed for the purpose and in line with {{data_note}}. Unless the parties agree otherwise in writing, no personal data will be moved outside the systems or country in which it is provided. #### 5. Intellectual property **Body:** All rights in Confidential Information stay with the Discloser. This Agreement grants no licence. Feedback and general skills or know-how that the Recipient already had or develops independently, and that do not contain Confidential Information, remain free for the Recipient to use. #### 6. Term, return and survival **Body:** Either party may end disclosure under this Agreement by giving {{notice_days}} days written notice. The duties of confidentiality continue for {{confidential_years}} years after termination, and for trade secrets for as long as they remain secret. On request the Recipient will return or securely delete Confidential Information and confirm in writing, except for copies it must keep by law or that sit in routine backups, which stay protected. #### 7. Legal compulsion and export control **Body:** If disclosure is required by law, the Recipient will notify the Discloser if lawful and disclose only what is required. The Discloser will identify any export controlled technical data before sending it, and nothing in this Agreement authorises export or foreign access without the required authorisation. #### 8. General **Body:** This Agreement is governed by the laws of {{law}}. It is the entire agreement on its subject, may be changed only in writing signed by both parties, and may be signed electronically and in counterparts. The Discloser may seek injunctive relief for breach in addition to other remedies. #### Signatures **Signatures:** - For {{discloser}}: name, title, date - For {{recipient}}: name, title, date **Notes:** This template is a starting point, not legal advice. Laws on enforceability, restrictive covenants and personal data differ by country and sometimes by state or province, so have a qualified lawyer in the chosen jurisdiction review it. In India, stamp duty on agreements varies by state, so check the stamping requirement. Employee and invention variants often need different clauses, so adapt the purpose and IP sections with counsel. ## Content **Intro:** This NDA example template lets you choose one-way or mutual, select a governing law for the US, India, Canada or Australia, and export a clean Word or PDF document. It is written for the situations manufacturers and ERP consultants run into: sharing drawings, production data, customer information and system access. **Sections:** #### What an NDA agreement is **Body:** An NDA, or non-disclosure agreement, is a contract in which one or both parties promise to keep specified information confidential and to use it only for an agreed purpose. It does not stop anyone from independently creating similar things, and it does not replace patents, trade secret practices or access controls. It works best as part of a set: need-to-know access, clear marking, and written records of what was shared and with whom. #### One-way or mutual, and which country **Body:** Use a one-way NDA when only one party shares sensitive material, for example a plant opening its ERP to a consultant. Use a mutual NDA when both sides will share, for example a joint development. The governing law matters for enforcement and privacy wording. The template changes the law clause and the personal data clause together so they stay consistent. For India the privacy reference is the Digital Personal Data Protection Act 2023. For Australia it is the Privacy Act 1988. #### Consulting, employee and invention use **Body:** For a consultant, tailor the purpose clause to the exact modules, companies and data sets they may see, and mention the systems where work will be done. For employees, confidentiality is usually written into employment documents and must respect local law. For inventions, avoid putting full technical details into an NDA-protected pitch if a patent filing has not been made, and talk to a patent attorney first. **Bullets:** - Consultant: list the ERP modules, read-only or write access, and where data may be stored - Employee: coordinate with HR, because rules on post-employment limits differ by country - Invention: file or seek advice before disclosure #### Editing in Word and good practice **Body:** Export to Word, add your company letterhead, attach any schedules such as drawing lists, and have the signatories initial each page if your counsel prefers it. Store the final PDF with the vendor, customer or project record and note the end date. Do not rely on a blanket NDA for every future project. Fresh scope generally deserves a fresh purpose clause. **Cta:** If consultants and vendors need access to production data, Netray can run a private AI layer on your own servers so people ask questions of the data without exporting it, with read-only access and logged queries. **Faq:** #### Can I download this NDA template as a Word document? **Answer:** Yes. After filling in the fields you can export to Word (docx) or PDF. The Word file is editable, so you can add letterhead, schedules and any clauses your lawyer wants to add. #### What is the difference between a one-way and a mutual NDA? **Answer:** A one-way NDA protects information disclosed by one party only. A mutual NDA protects information disclosed by both. Choose based on who will actually share confidential material, because a mutual NDA used for a one-sided exchange adds obligations you do not need. #### Is an NDA from the internet enforceable? **Answer:** It can be if it is signed by authorised parties, defines the information reasonably and has a legitimate purpose. Enforceability depends on local law and the facts. Have a lawyer review any template for your jurisdiction before relying on it for valuable information. #### Should an ERP consultant sign an NDA? **Answer:** Yes, before getting access. A consultant often sees pricing, customer and cost data across the whole system. Specify the modules, the access level, where data may be stored, and that data is returned or deleted at the end of the project. ## Search terms nda example template word, nda template docx, nda example template india, nda example template canada, nda example template australia, consulting nda agreement template, consulting nda agreement form, what is nda agreement --- Talk to an engineer: https://netray.co/contact?intent=erp_ai | Machine catalog: https://netray.co/agent/catalog.json