NDA Template for Australia With an AI Clause
Build and download an NDA that sets how staff, contractors or vendors can use confidential information.
Build Your NDA
Use categories of information and leave out client names and file contents. Your entries stay in this browser tab.
Enter details
Fill in the parties, permitted work and confidentiality terms.
Confidentiality Agreement or NDA
A non-disclosure agreement (NDA) and a confidentiality agreement are two names for the same type of contract. Choose one-way if only your practice shares confidential information. Choose mutual if both parties will share information they need to protect.
IP Australia’s NDA guidance explains what to cover.
The one-way example names a practice first and a workpaper contractor second. It limits use to preparing draft workpapers and keeps the confidentiality duties in place for 24 months after the work ends or the last disclosure, whichever comes later.
Choose the Australian state or territory whose law will govern the agreement. Download the unsigned draft as editable text. Use the draft as a starting point and get legal advice for overseas parties, unusual terms or a clause that overlaps an existing contract.
Confidentiality Agreements for Employees and Contractors
For employees, check the confidentiality terms in the employment contract. Name the client records the role needs, who can access them and what happens to copies when the employee leaves.
For contractors and vendors, describe the job that justifies access. The draft restricts reuse and can prohibit subcontractor access. If you allow subcontractors with written approval, the draft requires equivalent confidentiality duties before they see the information.
For an offshore team, identify the actual contracting party and review where its staff will access and store records. Tax Practitioners Board guidance on offshoring explains when client permission is needed before a third party receives client information.
How to Write the AI Clause
The AI clause blocks recipients from entering confidential information into unapproved AI tools, including AI features built into other software.
To allow an exception, choose Written approval and name the approved tool, account and use in writing.
For example, before approving a tool to extract amounts from a workpaper, decide which records it may receive and check its retention, access and training settings.
The Australian privacy regulator’s guidance on AI products recommends keeping personal information out of publicly available generative AI tools.