NDA Template for Canadian Businesses
A one-way non-disclosure agreement, for when you are the one sharing something confidential and the other side is not.
This is the agreement you send before you show an investor your financial model, brief a supplier on an unreleased product, or let a prospective hire look at your codebase. It binds the person receiving the information. It does not bind you, because you are not receiving anything.
If both sides will be sharing confidential material, you want the mutual version instead. Sending a one-way NDA to a company that is about to share its own roadmap with you is a common and slightly embarrassing mistake, and it usually comes back redlined.
Use it when
- Pitching investors and showing financials, cap table or metrics
- Briefing a contractor, agency or supplier on unreleased work
- Letting a candidate see internal systems during a technical interview
- Sharing customer data or a proprietary process with a vendor
Use something else when
- Both sides are disclosing. Use the mutual NDA
- You need to stop someone competing with you. That is a non-compete, and Canadian courts enforce those narrowly
- The information is already public, in which case there is nothing to protect and the agreement adds friction for no benefit
What is in the document
Every section of the nda template for canadian businesses, as it appears in the file you download.
Questions
Is an NDA legally binding in Canada?
Yes. A properly executed NDA is an enforceable contract in every Canadian province. Enforcement usually means an injunction to stop further disclosure plus damages, and both require you to show the information was genuinely confidential and that you treated it that way.
How long should an NDA last?
Two to five years is normal for commercial information. Trade secrets are sometimes protected indefinitely. This template lets you set the term, and a shorter, realistic period is easier to enforce than an unlimited one a court may find unreasonable.
Do I need a lawyer to use an NDA template?
For a routine disclosure to an investor or supplier, a well-drafted template is what most companies use. If the information is the core of your business, or the counterparty has far more leverage than you, have a lawyer review it. This document is a starting point, not legal advice.
What is the difference between an NDA and a confidentiality agreement?
Nothing. The terms are used interchangeably. This document is titled a Confidentiality and Non-Disclosure Agreement and covers both.
Can I use this NDA outside Canada?
The structure is standard and travels well, but the governing law clause and some definitions are drafted for Canadian use. If your counterparty is in the US or EU, have it reviewed.