Mutual & one-way confidentiality agreement — copy it inline or download free. Updated 2026.
A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legal contract that prevents one or both parties from disclosing confidential information to third parties. In Zimbabwe, NDAs are governed by the common law of contract rather than a specific statute, and are widely used across employment, investment, supply, and partnership relationships.
An NDA creates a legally binding duty of confidentiality. If that duty is breached, the injured party can approach the High Court for an interdict (an order stopping further disclosure) and can claim damages for any loss suffered. The document does not need to be registered anywhere — it binds the parties from the moment it is signed.
Because Zimbabwe’s law treats an NDA as an ordinary contract, the quality of the drafting matters. A vague or overly broad NDA can be read down or refused by a court, while a clear, reasonable one covering specific categories of information for a defined period is readily enforced.
| Type | When to Use |
|---|---|
| One-Way (Unilateral) NDA | Only one party discloses information. Common for employee and contractor NDAs, or when sharing a business plan with a potential investor or lender. |
| Mutual (Bilateral) NDA | Both parties share confidential information. Common for joint ventures, partnership talks, supplier negotiations, and merger or acquisition discussions. |
| Multilateral NDA | Three or more parties exchange information. Used in consortium bids and multi-party deals. |
The template below works for both mutual and one-way arrangements — you simply choose the relevant option in clause 1 and the definition of “Disclosing Party” / “Receiving Party”.
| Clause | Purpose |
|---|---|
| Definition of Confidential Information | Sets out exactly what is protected — trade secrets, financial data, client lists, technical know-how, pricing. Be specific. |
| Obligations of the Receiving Party | Keep information confidential, limit access to a need-to-know basis, and use it only for the agreed purpose. |
| Exclusions | What is NOT confidential: already public, already lawfully known, independently developed, or required to be disclosed by law or court order. |
| Duration | How long the duty lasts — typically 2 to 5 years, or indefinitely for genuine trade secrets. |
| Return or Destruction | The receiving party must return or destroy materials on request or when the agreement ends. |
| Remedies for Breach | Interdict, damages, and any other relief available to the disclosing party. |
| Non-Solicitation (optional) | Prevents poaching of employees or clients during and after the relationship. |
| Governing Law & Jurisdiction | The laws of Zimbabwe govern, and the courts of Zimbabwe have jurisdiction. |
The people who need NDAs are usually starting or running a business. We register a Private Limited Company or PBC 100% online for a flat $150 — pay by card or EcoCash / OneMoney — and hand you your Certificate of Incorporation plus your statutory documents (including shareholder records, your first board resolution and share certificates, which are issued as part of registration).
Register your company for $150 →Copy the template below, or use the download button further down for an editable file. Fill in every [bracketed] field and choose the mutual or one-way option in clause 1.
Governed by the common law of Zimbabwe
THIS AGREEMENT is made on the [DAY] day of [MONTH], [YEAR]
BETWEEN:
PARTY A: [Full Name / Company Name] Reg No: [______________]
Address: [_________________________________]
Contact: [Phone] Email: [______________]
AND
PARTY B: [Full Name / Company Name] Reg No: [______________]
Address: [_________________________________]
Contact: [Phone] Email: [______________]
(each a “Party” and together the “Parties”).
1. NATURE OF THIS AGREEMENT (select one)
☐ One-Way: Party A is the “Disclosing Party” and Party B is the “Receiving Party”. Only Party A’s information is protected.
☐ Mutual: Each Party may be both a Disclosing Party and a Receiving Party, and the information of both Parties is protected.
2. PURPOSE
The Parties wish to exchange certain confidential information for the following purpose: [describe purpose, e.g. evaluating a possible joint venture / employment / supply arrangement] (the “Purpose”).
3. CONFIDENTIAL INFORMATION
“Confidential Information” means all non-public information disclosed by a Disclosing Party, whether written, oral, electronic, or visual, including but not limited to: business plans, financial information, pricing, customer and supplier lists, technical data, designs, software, processes, trade secrets, and any information marked or reasonably understood to be confidential.
4. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party shall:
(a) keep the Confidential Information strictly confidential;
(b) use it solely for the Purpose;
(c) disclose it only to those of its directors, employees, or professional advisers who need to know it for the Purpose and who are bound by equivalent confidentiality obligations;
(d) not copy or reproduce it except as necessary for the Purpose; and
(e) protect it using at least the same degree of care it uses for its own confidential information.
5. EXCLUSIONS
The obligations in this Agreement do not apply to information that:
(a) is or becomes publicly available without breach of this Agreement;
(b) was lawfully known to the Receiving Party before disclosure;
(c) is independently developed by the Receiving Party without use of the Confidential Information; or
(d) is required to be disclosed by law, regulation, or court order (in which case the Receiving Party shall, where lawful, give prompt written notice to the Disclosing Party).
6. DURATION
(a) This Agreement takes effect on the date of signature and continues for [NUMBER] years.
(b) The duty of confidentiality survives termination and continues for [NUMBER] years thereafter (or indefinitely in respect of trade secrets).
7. RETURN OR DESTRUCTION
On written request, or on termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information and any copies, and confirm such destruction in writing if requested.
8. NO LICENCE OR TRANSFER
Nothing in this Agreement grants the Receiving Party any right, title, licence, or interest in the Confidential Information, save the limited right to use it for the Purpose.
9. NON-SOLICITATION (optional — delete if not required)
During the term and for [NUMBER] months afterwards, neither Party shall solicit or entice away any employee or client of the other Party introduced or made known through the Purpose.
10. REMEDIES
The Parties agree that damages may not be an adequate remedy for breach and that the Disclosing Party shall be entitled to seek an interdict or other equitable relief from the High Court of Zimbabwe, in addition to claiming damages.
11. GENERAL
(a) This Agreement is the entire agreement between the Parties on its subject matter.
(b) No variation is effective unless in writing and signed by both Parties.
(c) If any clause is unenforceable, the remaining clauses continue in force.
(d) This Agreement is governed by the laws of Zimbabwe, and the Parties submit to the jurisdiction of the courts of Zimbabwe.
SIGNED at [PLACE] on the date first written above.
|
____________________________ For / Party A Name: _______________ Designation: _______________ Date: _______________ |
____________________________ For / Party B Name: _______________ Designation: _______________ Date: _______________ |
WITNESS 1: Name: _______________ ID: _______________ Signature: _______________
WITNESS 2: Name: _______________ ID: _______________ Signature: _______________
Editable mutual / one-way NDA — fill in the [bracketed] fields with your details.
↓ Download Free Template (.docx)Free editable template. Choose mutual or one-way, then sign before two witnesses.
Need help? Ask RegisterCompany.co.zwAn NDA that tries to protect “all information forever” risks being read down or refused by a Zimbabwean court. Define specific categories and a reasonable period.
Without exclusions for public, pre-known, or independently developed information, the receiving party may refuse to sign — or the clause may be unenforceable.
If both parties will reveal sensitive information, a one-way NDA leaves one side unprotected. Use the mutual option.
Naming an individual when you mean a company (or vice versa) can make the NDA hard to enforce. Match the name and registration number to the correct legal person.
Always sign before two witnesses and keep a signed original. A document you cannot produce is hard to rely on in court.
If an NDA is breached, the disclosing party can:
Courts enforce NDAs that are reasonable in scope and duration. Overly broad agreements may be struck down or limited.
Need to register a company for your business? Visit RegisterCompany.co.zw. For VAT and tax matters visit ZimTax.co.zw.
We prepare tailored NDAs from $30, and register Zimbabwe companies online for a flat $150.
Register a company → Get help at RegisterCompany.co.zw
Register a Private Limited Company or PBC in Zimbabwe 100% online for a flat $150. Pay by card or EcoCash / OneMoney. We handle all the filing and hand you your certificate and statutory documents.
Register your company →