Free NDA Generator for Virginia — Virginia Non-Disclosure Agreement Template

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of 2026-03-16 ("Effective Date") by and between:

[Party A], in the State of Virginia ("Party A")

and

[Party B], in the State of Virginia ("Party B")

Each referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, each Party possesses certain confidential and proprietary information relating to exploring a potential business relationship; and

WHEREAS, each Party desires to disclose to the other Party, and the other Party desires to receive, certain Confidential Information solely for the purpose of exploring a potential business relationship (the "Purpose"); and

WHEREAS, the Parties wish to define the terms and conditions under which such Confidential Information will be disclosed and protected;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all non-public, proprietary, or confidential information disclosed by either Party to the other Party, whether disclosed orally, in writing, electronically, visually, or by any other means, whether or not marked as "confidential," including but not limited to:

(a) business plans, strategies, projections, and related analyses;

(b) financial information, including revenue, costs, pricing, and budgets;

(c) customer and supplier lists, contact information, and purchasing histories;

(d) technical data, designs, specifications, drawings, and engineering documents;

(e) trade secrets as defined under applicable state and federal law, including the Defend Trade Secrets Act of 2016.

Confidential Information shall also include any notes, analyses, compilations, studies, interpretations, memoranda, or other documents prepared by either Party or its Representatives that contain, reflect, or are derived from, in whole or in part, any of the foregoing.

Confidential Information shall not include information that:

(a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the receiving Party B or its Representatives;

(b) was available to the receiving Party B on a non-confidential basis prior to its disclosure by the disclosing Party A, provided that the source of such information was not bound by a confidentiality obligation to the disclosing Party A;

(c) was independently developed by the receiving Party B without reference to or use of any Confidential Information, as demonstrated by contemporaneous written records;

(d) becomes available to the receiving Party B on a non-confidential basis from a source other than the disclosing Party A, provided that such source is not bound by a confidentiality obligation to the disclosing Party A; or

(e) is required to be disclosed by law, regulation, or order of a court or governmental authority of competent jurisdiction, provided that the receiving Party B shall give the disclosing Party A prompt written notice of such requirement prior to disclosure (to the extent legally permitted) and shall cooperate with the disclosing Party A in seeking a protective order or other appropriate remedy.

2.OBLIGATIONS OF THE PARTIES

Each Party agrees that, with respect to the Confidential Information received from the other Party:

(a) Confidentiality. Each Party shall hold and maintain all Confidential Information in strict confidence using at least the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a reasonable degree of care.

(b) Restricted Use. Each Party shall use the Confidential Information solely for the Purpose set forth in this Agreement and for no other purpose whatsoever.

(c) Non-Disclosure. Each Party shall not disclose, publish, or otherwise disseminate any Confidential Information to any third party without the prior written consent of the other Party, except as expressly permitted herein.

(d) Need-to-Know Basis. Each Party may disclose Confidential Information only to its officers, directors, employees, agents, consultants, advisors, and attorneys (collectively, "Representatives") who (i) have a bona fide need to know such information for the Purpose, (ii) have been informed of the confidential nature of such information, and (iii) are bound by written obligations of confidentiality and non-use at least as restrictive as those contained in this Agreement. Each Party shall be responsible for any breach of this Agreement by its Representatives.

(e) No Reverse Engineering. Each Party shall not reverse engineer, disassemble, decompile, or otherwise attempt to derive the composition, underlying structure, or design of any Confidential Information, including any software, hardware, data, processes, or other information provided under this Agreement.

(f) No License. Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, in any Confidential Information, except the limited right to use such information in accordance with the terms and conditions of this Agreement. All Confidential Information shall remain the exclusive property of the disclosing Party.

3.TERM AND TERMINATION

This Agreement shall become effective as of the Effective Date and shall remain in full force and effect for a period of 2 (two) years from the Effective Date, unless earlier terminated by either Party upon thirty (30) days' prior written notice to the other Party.

Notwithstanding the foregoing, the obligations of confidentiality and non-use set forth in this Agreement shall survive the expiration or termination of this Agreement for an additional period of 2 (two) years following such expiration or termination, or for so long as the Confidential Information retains its confidential nature, whichever period is longer.

4.RETURN OF MATERIALS

Upon the expiration or termination of this Agreement, or upon the written request of either Party, the receiving Party shall, within fifteen (15) business days:

(a) return to the disclosing Party all originals, copies, and reproductions of Confidential Information in any form or medium;

(b) permanently destroy all electronic copies of Confidential Information stored on any computer system, server, storage device, cloud-based storage, or other electronic medium;

(c) destroy all notes, analyses, compilations, studies, interpretations, memoranda, or other documents prepared by the receiving Party or its Representatives that contain, reflect, or are derived from the Confidential Information; and

(d) provide written certification, signed by an authorized officer of the receiving Party, confirming that all such materials have been returned or destroyed in compliance with this Section.

Notwithstanding the foregoing, the receiving Party may retain one (1) archival copy of the Confidential Information solely to the extent required by applicable law, regulation, or bona fide document retention policy, provided that such retained copy shall remain subject to the confidentiality obligations of this Agreement.

5.REMEDIES AND INJUNCTIVE RELIEF

Each Party acknowledges and agrees that any breach or threatened breach of this Agreement may cause the non-breaching Party immediate and irreparable harm for which monetary damages alone would be an insufficient remedy. Accordingly, the non-breaching Party shall be entitled to seek equitable relief, including but not limited to temporary restraining orders, preliminary and permanent injunctions, and specific performance, without the necessity of proving actual damages or posting any bond or other security, to the extent permitted by applicable law.

Such equitable remedies shall be in addition to, and not in lieu of, any other remedies available at law or in equity, including but not limited to recovery of compensatory damages, consequential damages, and any applicable statutory damages. The pursuit of any remedy shall not constitute a waiver of any other remedy or right.

6.GENERAL PROVISIONS

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Any legal action or proceeding arising under or relating to this Agreement shall be brought exclusively in the federal or state courts located in the State of Virginia, and the Parties hereby irrevocably consent to the personal jurisdiction and venue of such courts.

(b) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(c) Amendment. No amendment to, or modification of, this Agreement shall be effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving.

(d) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. Upon such determination, the Parties shall negotiate in good faith to modify this Agreement to give effect to the original intent of the Parties as closely as possible.

(e) Waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

(f) Assignment. Neither Party may assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of the other Party, and any attempted assignment without such consent shall be null and void; provided, however, that either Party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

(g) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures and signatures transmitted by facsimile or electronic mail in portable document format (.pdf) shall be deemed original signatures for all purposes.

(h) Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of service if served personally on the Party to whom notice is to be given, (ii) on the day after delivery to a nationally recognized overnight courier service, (iii) on the third day after mailing if mailed by certified or registered mail, return receipt requested, postage prepaid, or (iv) on the date of transmission if sent by electronic mail with confirmation of receipt, to the addresses set forth in the preamble of this Agreement or to such other address as either Party may designate by notice given in accordance with this Section.