Free NDA Template
for Australia
A non-disclosure agreement for use across all Australian states and territories. Includes Privacy Act 1988 (Cth) compliance, Corporations Act whistleblower carve-out (Part 9.4AAA), AI tools restriction and standard exclusions. No signup required.
- No signup required
- Free forever
- Reviewed June 2026
- Privacy Act 2024 compliant
Branding (optional)
1 — Disclosing Party
2 — Receiving Party
3 — Purpose, Term & Governing State
PDF: choose "Save as PDF" in the print dialog.
Non-Disclosure Agreement (Australia)
Effective Date: enter date above
1. Parties
Disclosing Party: Disclosing Party name
Receiving Party: Receiving Party name
2. Permitted Purpose
Information may only be used for: the Purpose.
3–9. Standard Clauses
Confidential information definition · Standard exclusions · Obligations · Whistleblower carve-out (Corp Act Part 9.4AAA) · Privacy Act 1988 compliance · AI tools prohibition · Return of materials · Non-solicitation
10. Governing Law & Jurisdiction
Confidentiality term: 2 years
Governing law: New South Wales. The Supreme Court of New South Wales shall have jurisdiction.
Disclosing Party
Signature
Print name: _______________
Title: _______________
Date: _________________
Receiving Party
Signature
Print name: _______________
Date: _________________
Template preview
Parties
1. Agreement Parties
This Non-Disclosure Agreement ("Agreement") is entered into on [Date] between [Disclosing Party Name], ABN [ABN], [Address] ("Disclosing Party"), and [Receiving Party Name], ABN [ABN], [Address] ("Receiving Party"). The Disclosing Party wishes to disclose Confidential Information to the Receiving Party solely for the Permitted Purpose.
Confidential Information
2. Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by the Disclosing Party in any form — written, oral, electronic, visual or otherwise — that is marked "Confidential" or that a reasonable person would understand to be confidential, including but not limited to: business plans, financial information, customer and supplier lists, pricing, technical specifications, software, trade secrets and know-how, processes, intellectual property, and personal information as defined in the Privacy Act 1988 (Cth). Information is additionally protected by the equitable doctrine of breach of confidence (Coco v AN Clark (Engineers) Ltd).
Standard Exclusions
3. Information Not Subject to Obligations
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party before disclosure without restriction; (c) was independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, court order, or regulatory authority, provided the Receiving Party gives the Disclosing Party the maximum practicable prior written notice where permitted.
Whistleblower & Regulatory Carve-Out
4. Whistleblower Protection — Corporations Act 2001 (Cth) Part 9.4AAA
Nothing in this Agreement prevents the Receiving Party from making a disclosure protected under Part 9.4AAA of the Corporations Act 2001 (Cth), the Public Interest Disclosure Act 2013 (Cth), or equivalent state or territory whistleblower legislation. Any provision that purports to prevent, restrict or discourage a protected disclosure to ASIC, APRA, the AFP, the ATO or another regulatory authority is void and unenforceable to that extent.
📄 Download the full template — includes Privacy Act 1988 compliance, AI tools restriction, non-solicitation clause and 8-state governing law selector.
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What's included in this template
How to use this Australian NDA template
Choose your governing state based on where your business is located
Select the state or territory where the Disclosing Party is incorporated or primarily operates. If both parties are in the same state, that state's Supreme Court will have jurisdiction. If parties are in different states, New South Wales is the most commonly chosen governing law for Australian commercial NDAs — the NSW Supreme Court (Commercial List) and the Federal Court of Australia both have strong NDA and equity enforcement records. Note that in NSW, the Restraints of Trade Act 1976 (NSW) allows courts to read down unreasonable clauses rather than void them entirely — a meaningful enforcement advantage.
Include ABN and address for each party
An Australian Business Number (ABN) is the standard way to identify a business in Australia. Including ABNs makes it unambiguous which entities the Agreement applies to — particularly important where trading names differ from registered names. If either party is a company incorporated under the Corporations Act 2001, the ACN can also be included in the address field. For individuals acting in a personal capacity, a full name and address is sufficient — ABN is optional but recommended if registered for the relevant activity.
Electronic signatures are fully valid under the Electronic Transactions Act 1999 (Cth)
You do not need wet-ink signatures for an Australian NDA. Under the Electronic Transactions Act 1999 (Cth) and equivalent state Acts, electronic signatures — typed names, scanned signatures, and e-signature platform outputs — are fully valid for commercial contracts. The requirements are that the method reliably identifies the signatory and indicates their intention to sign. Use Bonsai for tracked e-signatures with a tamper-evident audit trail. Both parties should receive a signed copy.
Sign before any disclosure — Australian NDAs have no retroactive effect
An NDA protects information disclosed after the agreement is signed. Information shared before signing has no contractual protection. Australian courts may recognise an implied equitable obligation of confidence for pre-signing disclosures under Coco v AN Clark, but this is uncertain. Always send the NDA first, obtain both signatures, then disclose. If urgent pre-signing sharing is unavoidable, follow up immediately in writing confirming the information was shared in confidence pending execution. The limitation period for breach of contract claims is 6 years in most states.
Frequently asked questions
- Yes. An NDA is fully legally binding in Australia when it meets the standard requirements for a valid contract: offer, acceptance, consideration and intention to create legal relations. A signed NDA does not need to be witnessed or notarised — a simple signed agreement (including electronic signature) is sufficient. Beyond contract law, confidentiality obligations are also reinforced by the equitable doctrine of breach of confidence established in Coco v AN Clark (Engineers) Ltd [1969] RPC 41, followed by Australian courts. This means that even without a written NDA, courts may recognise an implied obligation of confidence where circumstances clearly imported confidentiality — but a written NDA provides far stronger, more predictable protection.
- No. Unlike the US (Defend Trade Secrets Act 2016) or the UK (Trade Secrets (Enforcement, etc.) Regulations 2018), Australia has no standalone trade secrets statute. Trade secrets are protected through: (1) the equitable doctrine of breach of confidence — the three-part Coco v AN Clark test requires the information has the necessary quality of confidence, was imparted in circumstances importing an obligation of confidence, and unauthorised use would cause detriment; and (2) contractual protection via a well-drafted NDA. Importantly, equitable protection for genuine trade secrets can be indefinite — it lasts as long as the information retains its confidential character, potentially stronger than statutory regimes with fixed terms.
- Yes. Electronic signatures are legally valid in Australia under the Electronic Transactions Act 1999 (Cth) and equivalent state Electronic Transactions Acts. An NDA signed with a typed name, click-to-sign tool, scanned signature or dedicated e-signature platform (Bonsai, DocuSign, Adobe Sign) is fully enforceable. The requirements are that the method reliably identifies the signatory and indicates their intention to sign. Commercial NDAs clearly meet this standard. There are limited carve-outs for documents such as wills and powers of attorney — a commercial NDA is not one of them.
- A confidentiality term of 2–5 years is standard and enforceable for Australian business NDAs. For highly sensitive trade secrets, a longer or indefinite term is defensible because the equitable doctrine of breach of confidence survives for as long as the information retains its quality of confidence — regardless of the contract term. For general business information, courts may scrutinise an indefinite contractual term as an unreasonable restraint of trade. Most Australian commercial NDAs use a 2-year contractual term, supplemented by the equitable doctrine for trade secrets. The limitation period for breach of contract claims is 6 years in most states.
- No. The Restricting Non-Disclosure Agreements (Sexual Harassment at Work) Act 2025 (VIC), which received Royal Assent on 2 December 2025 and commenced on 20 May 2026, applies specifically to NDAs used in workplace sexual harassment settlements. It requires the NDA to be requested by the complainant, mandates a 21-day review period, and allows the complainant to terminate the NDA after one year. This legislation has no effect on commercial NDAs between businesses, freelancers, employers and contractors — it is limited to employment-related sexual harassment settlements only.
- No. Under Part 9.4AAA of the Corporations Act 2001 (Cth), as expanded by the Treasury Laws Amendment (Enhancing Whistleblower Protections) Act 2019 (in force from 1 July 2019), any NDA clause that purports to prevent, restrict or discourage a protected disclosure to ASIC, APRA, the AFP, the ATO or another regulatory authority is void and unenforceable. Eligible whistleblowers include employees, contractors, suppliers, officers, volunteers and their associates. Commonwealth public servants are additionally protected under the Public Interest Disclosure Act 2013 (Cth). This template includes a whistleblower carve-out to reflect these statutory requirements.
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