Intern Non-Disclosure Agreement (NDA) – PDF – Word

License / Price: Free
Use this NDA to: protect business interests by requiring interns to keep any and all information they view to be confidential.

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The intern non-disclosure agreement is intended to protect confidential information disclosed during internships. An intern is a paid or unpaid worker who performs services in order to obtain training and experience. An intern may be an employee. The classification depends on whether the arrangement fulfills seven criteria established by the Fair Labor Standards Act. Because the employment status may not be clear, and because the intern may be exposed to confidential information, the best strategy to protect your company is to sign a written nondisclosure agreement with the intern. Keep in mind that not all interns may need to execute an NDA, only those exposed to confidential information. Some companies incorporate nondisclosure provisions into a separate agreement detailing training. Feel free to do so although we believe you will find it simpler to maintain confidentiality with this separate agreement. Because of the temporary nature of an internship, and because many interns are unpaid, this NDA is shorter and less daunting than those used for other workers. Ideally, the intern should sign this agreement prior to starting training.

Employee NDA – If the recipient is an employee this agreement will legally bind the individual to keep trade secrets to themselves.



This Intern Non-Disclosure agreement (the “Agreement”) is made between _________________ (“Company”) and _________________ (“Intern”) and is effective _________________. Intern is seeking experience and training from Company and in the process may be exposed to Confidential Information (as defined below). The Agreement is intended to prevent the unauthorized disclosure of Confidential Information.

1.     Confidential Information
“Confidential Information” is proprietary information relating to Company’s business including but not limited to: business and financial records, intellectual property, proprietary data, security measures, new products or services, forecasts or any other proprietary business information that, if disclosed, could affect the business of Company.

2.     Non-Disclosure
Without Company’s prior written consent, Intern will not: (a) disclose Confidential Information to any third party; (b) make or permit to be made copies or other reproductions of Confidential Information; or (c) make any commercial use of Confidential Information.

3.     Return of Confidential Materials

Upon Company’s request, Intern shall immediately return all original materials provided by Company and any copies, notes or other documents in Intern’s possession pertaining to Confidential Information.

4.     Term
This Agreement and Intern’s duty to hold Confidential Information in confidence shall remain in effect until _________________ or until whichever of the following occurs first: (a) Company sends Intern written notice releasing it from this Agreement, or (b) Confidential Information disclosed under this Agreement ceases to be confidential.

5.    Notice of Immunity from Liability
An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

6.     General Provisions
(a) Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
(b) Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.
(c) Waiver. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

_____________________________________________ (Signature)
_____________________ (Typed or Printed Name)
Title: _____________________
Date: _____________________

_____________________________________________ (Signature)
_____________________ (Typed or Printed Name)
Title: _____________________
Date: _____________________

How to Write

Below we provide an explanation for each of the provisions in the Independent Intern Non-Disclosure Agreement.

Introductory Paragraph

Fill in the name of the Company. Fill in the name of the Intern. Finally, fill in the date the agreement will take effect. This is often the date that the last party signs the agreement.

1.     Confidential Information
This section defines what is protected against disclosure. Keep in mind that if you are providing documentation, you should designate that information as confidential. If the information is spoken, you should announce the confidentiality.

2.     Non-Disclosure
This clause makes clear that your trade secrets must be kept in confidence by the Intern and may not be revealed to others without your prior written consent.

3.     Return of Materials
The Intern promises to return materials that you provided. The agreement gives the Intern 30 days to return the materials, but you can change this time period if you wish.

4.     Term
This clause provides the Intern with an expiration date of the agreement. The Agreement should last as long as the information is likely to remain a trade secret. Five years is a common period, but it can be much shorter, even as little as six months.

5.      Notice of Immunity from Liability
In the event, the intern qualifies as an employee, including this provision enables an employer to qualify for double damages and attorney fees under the federal Defend Trade Secrets Act.

6.     General ProvisionsThese miscellaneous provisions (sometimes referred to as “boilerplate”) are usually grouped together at the end of an agreement.

(a)    Severability. The severability clause provides that if you wind up in a lawsuit over the agreement and a court rules that one part of the agreement is invalid, that part can be cut out and the rest of the agreement will remain valid.

(b)   Integration. The integration provision verifies that the version you are signing is the final version and that neither of you can rely on statements made in the past.

(c)    Waiver. This provision states that even if you don’t promptly complain about a violation of the NDA, you still have the right to complain about it later.

Signing the agreement. Someone with the necessary authority must sign the agreement on behalf of each party. Each party should sign two copies and keep one. This way, both parties have an original signed agreement.