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The optional clauses
====================

Non-solicitation and non-use, non-circumvent, a penalty for a breach, and group companies.

 02

The agreement
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Article 2 of 5

 Every NDA from Send NDA covers confidentiality: what counts as confidential, who may see it, and what happens when it leaks. Four clauses are optional. They're off by default, and each one you tick adds wording to the contract. Nothing else changes.

Non-solicitation and non-use
----------------------------

Confidentiality stops the Receiving Party from telling others. This clause also stops them from using what they learned. It adds an article with these limbs:

- **No use outside the purpose,** for as long as the information stays confidential.
- **No product built on it.** Until the end of the term and the confidentiality period after it, they may not develop, market or provide anything "based on or to a material extent derived from the Confidential Information".
- **No poaching,** during the term and for 12 months after it: no soliciting a customer, supplier or employee they found out about through your information. General advertising and approaches they didn't invite stay allowed.

The poaching limb is left out when the Receiving Party is a person rather than a company, and the article is then headed Non-Use instead of Non-Use and Non-Solicitation.

It's not a non-compete. The article ends by saying so:

> Nothing in this Agreement restricts either Party from carrying on any business or activity, including in competition with the other Party, provided it does so without use of the other Party's Confidential Information …

No non-compete is on offer. A broad non-compete is unenforceable in several places, California among them, so the template leaves it out.

Non-circumvent
--------------

For the talks where your value is who you know. If you introduce the Receiving Party to a person or business in connection with the purpose, they may not do a deal with that contact that bypasses you, without your written consent. It runs for 12 months from the introduction or until the end of the term, whichever is later.

Two exceptions: a contact they can show they already had a relationship with, and one they reach independently of your introduction.

Penalty for a breach
--------------------

A fixed sum per breach, on top of any damages, so the Disclosing Party doesn't first have to prove what the leak cost them. It only works in an NDA governed by Dutch law, because its wording relies on articles of the Dutch Civil Code. The form only lets you tick it when you send from the Netherlands.

 | Breach of | Penalty per breach |
|---|---|
| Confidentiality, and the no-use and no-product limbs | EUR 10.000 |
| The no-poaching limb | EUR 7.500 |
| Non-circumvent | EUR 5.000 |

Each rises by EUR 1.000 for every day the breach continues, up to EUR 100.000 in total. A row only applies when its clause is in the contract. The penalty is due without a notice of default, and any penalty paid is set off against damages for the same breach.

Group companies
---------------

By default a company that receives your information may share it only with its own directors, officers, employees, contractors and professional advisers who need to know it. Allow group companies and that widens to its Affiliates: entities that control it, are controlled by it, or are under common control with it, and their people.

Leave it off when the information would be sensitive in the hands of a sister company. It makes no difference when the Receiving Party is a person.

What every NDA already has
--------------------------

You don't need a clause for these; they're in every agreement: a definition of confidential information that covers the fact you're talking at all, the usual exclusions, notice of a leak within two business days, no reverse engineering, return or destruction on request, the right to ask a court for an injunction, and a paragraph on [AI tools](https://sendnda.com/docs/the-agreement/ai-tools). [How long it runs](https://sendnda.com/docs/the-agreement/how-long-it-runs) covers the term.

These summaries help you choose. The contract's own wording is what binds, and Send NDA provides a template, not legal advice.

 Checked against the contract template on 21 September 2026.

 [   One-way or mutual ](https://sendnda.com/docs/the-agreement/one-way-or-mutual) [ Use of AI tools   ](https://sendnda.com/docs/the-agreement/ai-tools)