NDA in New Zealand: Template, Key Clauses and Local Law (2026)

What an NDA is and how it works in New Zealand A non-disclosure agreement, or NDA, is a contract in which one or both parties promise to keep certain information confidential and to use it only for an agreed purpose. People sign NDAs before sharing a business plan with an investor, giving a supplier access to customer data, exploring a partnership, or letting a contractor see internal systems. In New Zealand an NDA is an ordinary contract, enforceable under the general law now consolidated in the Contract and Commercial Law Act 2017, and valid when signed electronically. New Zealand has no single trade secrets statute. Instead, confidential information is protected in two overlapping ways: by contract, which is the NDA, and by the equitable duty of confidence, which the courts apply where information is confidential in nature, was shared in circumstances importing an obligation of confidence, and is used or disclosed without authority. An NDA strengthens and makes certain what the duty of confidence provides, which is why it is worth having in writing. This page is general information, not legal advice. ## A one-way and two-way NDA template you can adapt ```

NON-DISCLOSURE AGREEMENT Date: [date] Discloser: [name, NZBN, address] Recipient: [name, NZBN, address] [For mutual NDAs, each party is both Discloser and Recipient.] 1. PURPOSE The parties wish to explore [describe the purpose, for example a possible investment, supply arrangement or partnership] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means information disclosed by one party to the other that is marked confidential or that a reasonable person would treat as confidential, in any form, including [business, technical, financial, customer and personal information]. 3. OBLIGATIONS The Recipient will keep Confidential Information secret, use it only for the Purpose, disclose it only to personnel who need to know and are bound by like obligations, and protect it with reasonable care. 4. EXCLUSIONS The obligations do not apply to information that is public through no fault of the Recipient, was already known to the Recipient, is received lawfully from a third party, or is independently developed. 5. REQUIRED DISCLOSURE If law or a court requires disclosure, the Recipient may disclose the minimum necessary and, where lawful, tells the Discloser first. 6. PRIVACY Where Confidential Information includes personal information, each party complies with the Privacy Act 2020. 7. RETURN OR DESTRUCTION On request or at the end of the term, the Recipient returns or destroys Confidential Information and confirms it has done so. 8. TERM This agreement runs for [period], and the confidentiality obligations continue for [period] after it ends. 9. NO LICENCE Nothing transfers ownership or grants any licence in the information. 10. REMEDIES, LAW The Discloser may seek an injunction in addition to other remedies. This agreement is governed by New Zealand law. Signed: Discloser ____________ Recipient ____________ Date ______

- **No survival period.** If confidentiality ends when the agreement ends, the protection is hollow.
- **Ignoring privacy.** Treating personal data as if it were ordinary business information misses the separate obligations under the Privacy Act 2020.
- **One-way when it should be mutual.** If both sides will share sensitive information, a mutual NDA is fairer and easier to agree. ## When you might not need a separate NDA An NDA is not always the right first move. If you are about to sign a service agreement, a consultancy agreement or a shareholders agreement, those contracts can carry their own confidentiality clause, and a standalone NDA then just duplicates it. A separate NDA earns its place when you are sharing sensitive information before any main contract exists, for example during early due diligence, a pitch to an investor, or an exploratory talk with a potential partner. It is also useful when you will share information with someone you may never contract with at all, such as a specialist you are only scoping. If a main contract is coming soon, consider folding confidentiality into it rather than signing two overlapping documents, which can conflict and create confusion about which terms actually govern. ## Where an NDA sits in the wider picture An NDA is usually the first document in a longer relationship. It is followed by a term sheet, a service agreement or a shareholders agreement, and the confidentiality promises in the NDA have to stay consistent with the confidentiality terms in those later contracts. Signing one NDA is easy; keeping track of who signed what, on which version, and which obligations are still live across a dozen deals is the real work. Drafting from a sound template, checking that the definition and survival period actually fit the information, editing a term in plain language, and holding every signed version with its date is the kind of work an AI contract workspace can keep in one place, tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single workspace idea. Its depth today is in Indian law, with other jurisdictions including New Zealand on the roadmap, so for a New Zealand NDA the template above and local advice remain your guide. The point worth taking is that confidentiality is easier to enforce when drafting, review and version history live together.