Non-Disclosure Agreement

A mutual or one-way NDA with a real purpose clause, standard carve-outs and a defined term.

100% free. Runs entirely in your browser - your files and data never leave your device and nothing is uploaded to any server.

Template, not legal advice. This is a template, not legal advice. An NDA is a binding contract, and the parts most often argued over - the definition of confidential information, the term, and whether the remedy clause is enforceable where you are - are exactly the parts worth paying a lawyer to review. If the information is genuinely valuable, have this checked before it is signed.

Start from an example

Fills every answer with a worked example you can edit. Pick the one closest to your business.

0 of 8 details filled
Which way it runs
Mutual is the easier one to get signed. A one-way NDA sent to a party who is also sharing information usually comes back redlined.
The parties
Why you are sharing

The single most important answer. Information shared for this purpose may be used for this purpose and nothing else.

This is the single most important line. Information shared for this purpose may only be used for this purpose - a vague purpose is a wide licence.
Scope and length
Optional but worth doing. Naming categories beats relying on the general definition when there is an argument later.
Two to five years is normal for commercial information. Indefinite terms are often unenforceable outside trade secrets.
Stricter and clearer, but easy to trip over - anything said in a meeting and never written down falls outside it.
Extras
The country or state whose courts decide a dispute. Pick one both sides can live with.

Non-Disclosure Agreement

11 sections · 745 words · updates as you type

Non-Disclosure Agreement

Last updated: 13 September 2026

Parties

This Agreement is made on 13 September 2026 between:

[Party A] of [Party A address] ("the First Party")

and

[Party B] of [Party B address] ("the Second Party")

each a "Party" and together "the Parties".

Purpose

The Parties wish to exchange information for the following purpose (the "Purpose"):

evaluating a possible business relationship between the parties

Confidential Information disclosed under this Agreement may be used for the Purpose and for nothing else. This Agreement does not oblige either Party to enter into any further agreement, to disclose any particular information, or to continue discussions.

What is confidential

"Confidential Information" means any information disclosed by one Party to the other in connection with the Purpose, in any form - written, spoken, electronic, or observed - that is not public, together with any notes, analyses or materials derived from it.

Information does not have to be marked "Confidential" to be protected. The test is whether a reasonable person in the recipient position would understand it to be confidential.

Obligations

Each Party shall:

  • keep the other Party's Confidential Information secret and use at least the same care it uses for its own confidential information, and in no case less than reasonable care;
  • use it only for the Purpose;
  • not disclose it to anyone except employees, officers and professional advisers who need it for the Purpose and who are bound by confidentiality obligations at least as strict as these - and each Party remains responsible for any breach by those people;
  • not copy or reproduce it beyond what the Purpose requires;
  • notify the other Party promptly on becoming aware of any unauthorised disclosure.

What is not covered

These obligations do not apply to information that:

  • was already public, or becomes public through no breach of this Agreement;
  • was already lawfully known to the receiving Party, free of any duty of confidence, before disclosure;
  • is lawfully received from a third party who is free to disclose it;
  • is independently developed without use of or reference to the other Party's Confidential Information.

If a Party is required by law, a court or a regulator to disclose Confidential Information, it may do so - but only to the extent required, and it shall give the other Party as much notice as the law allows so that protection can be sought.

No transfer of rights

Confidential Information remains the property of the Party that disclosed it. Nothing in this Agreement transfers any intellectual property right, grants any licence beyond use for the Purpose, or creates any obligation to enter into a further agreement.

Neither Party makes any warranty as to the accuracy or completeness of the information it discloses.

Return or destruction

On written request, or when discussions about the Purpose end, each Party shall return or destroy the other Party's Confidential Information and any copies, and confirm in writing that it has done so.

A Party may keep one copy where it is required to by law or by a regulator, and may keep material held in routine electronic backups that are not readily accessible - in both cases this Agreement continues to apply to what is kept.

How long this lasts

This Agreement takes effect on the date above. The obligations of confidentiality continue for 3 years from the date of disclosure of the information in question, and survive the end of any discussions between the Parties.

Where information is a trade secret, the obligations continue for as long as it remains one.

Remedies

Both Parties accept that damages alone may not be an adequate remedy for a breach of this Agreement, and that the injured Party may seek an injunction or other equitable relief in addition to any other remedy available to it.

No failure or delay in exercising a right under this Agreement waives that right.

General

This Agreement is the entire agreement between the Parties on its subject and replaces any earlier understanding about it. It may only be varied in writing signed by both Parties.

Neither Party may assign it without the other's written consent. If any provision is found unenforceable, the rest continues in force and that provision is to be read as narrowly as needed to make it enforceable.

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

Signed

Signed for and on behalf of [Party A]

Signature: ______________________________

Name: __________________________________

Position: _______________________________

Date: ___________________________________

Signed for and on behalf of [Party B]

Signature: ______________________________

Name: __________________________________

Position: _______________________________

Date: ___________________________________

Generated from a template. Not legal advice - read it before you publish or sign it.

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About this tool

NDA Generator builds a nda from your answers to a short questionnaire. It is for founders pitching investors, agencies taking client briefs, and anyone about to describe an unprotected idea to a stranger, and the right moment is before the conversation, not after it - an NDA signed afterwards covers nothing already said. One point that separates a usable version from a copied one: two answers decide whether an NDA is usable: direction and definition. A one-way NDA sent to a party who is also sharing information comes back redlined, and a definition with no carve-outs for information already public or independently developed is routinely struck out as unreasonable. The questionnaire is not decoration. Clauses appear and disappear based on what you tell it, which is why two people using this page get materially different documents rather than the same text with a different name at the top. Nothing is uploaded. The whole thing is assembled locally, so confidential details stay on your machine and there is no account to create or delete later.

How to use this tool

  1. Answer the questionsWhich way does the confidentiality run?. Mutual - both sides share secrets. One way - only you are sharing. Nothing you type leaves the browser.
  2. Watch it assembleClauses appear and disappear as you answer, so the document matches what you actually do rather than a generic template.
  3. Copy or downloadCopy the text, or download as PDF, Word or plain text. The Word version is the one to edit.

Key features

  • Built from your answers, so clauses you do not need are left out rather than padded.
  • Says plainly what it is and is not, above the preview rather than in a footer.
  • Runs entirely in your browser. Nothing uploaded, nothing stored, no account.
  • Downloads as PDF, Word or plain text - the Word file is editable with no protection on it.
  • Free with no watermark, no email wall and no per-document limit.

Common uses

  • Getting something in place before the conversation, not after it - an NDA signed afterwards covers nothing already said.
  • Replacing a copied document that describes a different business.
  • Preparing what a client, an app store or a payment processor has asked to see.
  • Founders pitching investors, agencies taking client briefs, and anyone about to describe an unprotected idea to a stranger.
  • Giving a lawyer a draft to review rather than paying them to start from nothing.

Tips for better results

  • Pair it with Freelance Contract. Publishing one without the other leaves the gap people notice first.
  • Leaving the purpose clause vague. "For business discussions" is a licence to use your information in any business discussion; naming the actual project is what limits it, and it is one sentence.
  • Read it before you publish it. It is a draft built from standard clauses, and you are the only person who knows whether every line is true of you.
  • Download the Word version if you expect to edit it. The PDF is for publishing; the .docx is for changing.

Mistakes to avoid

  • Leaving the purpose clause vague. "For business discussions" is a licence to use your information in any business discussion; naming the actual project is what limits it, and it is one sentence.
  • Hiding it. A document nobody can find does not do its job - it belongs in the footer of every page.
  • Publishing it and never looking again. These go stale - you add a tool, change a processor, start selling somewhere new, and the document still describes last year.
  • Leaving the placeholder text in. Anything in square brackets is a field you skipped, and readers spot them immediately.

Frequently asked questions

Answer the questions on the left. The document builds as you type, and you can copy it, or download it as PDF, Word or plain text when it looks right.

No. It assembles a draft from standard clauses, and every page says so above the preview. An NDA is only as useful as your ability to prove what was disclosed and when. Most disputes are lost on evidence, not on wording.

Broadly, founders pitching investors, agencies taking client briefs, and anyone about to describe an unprotected idea to a stranger. The best time to do it is before the conversation, not after it - an NDA signed afterwards covers nothing already said.

Yes. Download the Word version and change anything you like - it is a normal .docx with no protection on it.

Leaving the purpose clause vague. "For business discussions" is a licence to use your information in any business discussion; naming the actual project is what limits it, and it is one sentence.

No. Everything happens on your device - nothing is sent to a server, nothing is stored, and closing the tab clears it.

Yes - free, no signup, no email required and no watermark. It runs in your browser, which is why it costs nothing to provide.

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