12 October، 2026
Non-Disclosure Agreement Template and the Clauses That Make It Work

Are you about to present your project idea to an investor, or share customer data with a supplier or developer? A non-disclosure agreement (NDA) obliges the other party to keep what they see confidential and not use it for anything other than the agreed purpose. Here is an NDA template ready to copy, and the clauses that make it effective rather than just a piece of paper.

Non-disclosure agreement template (general form)

Non-Disclosure and Confidentiality Agreement This agreement is made on [ / / ] between: Disclosing Party: [name or company], [ID or commercial registration no.], [address]. Receiving Party: [name or company], [ID or commercial registration no.], [address]. 1. Purpose. The parties wish to [describe the purpose: explore a partnership, carry out a project, evaluate an investment], which requires the Receiving Party to access confidential information. 2. Confidential Information. Everything disclosed orally, in writing or electronically, including: [business plans, financial data, customer lists, code, designs, prices]. It does not include information that is public without breach by the Receiving Party, or that it lawfully held before disclosure. 3. Obligations. The Receiving Party shall: (1) not disclose the information to any third party; (2) not use it for any purpose other than the stated purpose; (3) limit access to those of its staff who need it, binding them to confidentiality; (4) protect it with no less care than it uses for its own information. 4. Term. These obligations apply throughout the cooperation and for [ ] years after it ends. 5. Return of Information. On request or when the purpose ends, the Receiving Party shall return or destroy the information and confirm this in writing. 6. Breach. In case of breach, the Receiving Party shall compensate the Disclosing Party for damages, [and pay an agreed sum of SAR ... without prejudice to claiming further damage]. 7. Governing Law and Jurisdiction. This agreement is governed by the laws of the Kingdom of Saudi Arabia, and disputes shall be heard by [the competent court in ... / arbitration under ...]. Disclosing Party: [name and signature] Receiving Party: [name and signature]

Clauses that make the agreement effective

  • A precise definition of confidential information: too broad may weaken it, too narrow leaves gaps.
  • A defined purpose: so the other party cannot use the information in a competing project.
  • A term after the cooperation ends: most harm happens after the relationship ends.
  • A penalty clause: makes proving your claim easier on breach.
  • Jurisdiction: court or arbitration. Read commercial arbitration.

When do you need an NDA?

  • Before presenting an idea to an investor or potential partner.
  • With freelance developers, designers and outside consultants.
  • With employees who see business secrets, alongside the confidentiality clause in their employment contract.
  • Before negotiating an acquisition or merger.

To protect a brand or invention read trademark registration and patents.

Frequently asked questions

Is an NDA binding in Saudi Arabia?

Yes, it is a binding contract under the Civil Transactions Law when its elements are met, and compensation can be claimed on breach.

Is an NDA enough without a penalty clause?

It is, but a penalty clause makes claiming easier because proving the size of the damage can be hard.

Does the agreement protect my idea if I publish it?

No, what becomes public is no longer confidential; so sign the agreement before presenting.

Need an agreement tailored to your project?

The Usus Law Firm team drafts confidentiality agreements and commercial contracts within contract drafting, in Arabic and English, in Riyadh and Tabuk.

Legal review: the Usus Law Firm team

A select team of lawyers and legal advisers licensed by the Saudi Ministry of Justice, working from Riyadh and Tabuk, with experience before the general, commercial, labor, criminal, personal status and administrative courts. Every article is reviewed before publication and updated when laws or regulations change.

Last reviewed: 12 October 2026

This article is general legal information and is not a substitute for advice on your specific case. Court proceedings in Saudi Arabia are in Arabic; the official Arabic text of each law prevails.

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