The NDA is mutual, with reasonable requirements regarding what is confidential information.

Contains the basics: obligation to keep secret and treat confidential information with due care; limitation of use of the disclosed information to the Purpose only; prohibition to use that information for other purposes; common, limited exemptions for information that is in the public domain or developed independently, etc.

Optional provisions:
– limited to certain named employees or persons
– Non-analysis (of disclosed information such as samples) for non-permitted purposes
– competition law provision (duty not to share information of a competition sensitive nature)
– retrospective effect (to cover preceding disclosures)
– intellectual property rights (avoiding discussion on who owns suggestions for improvement by the receiving party)