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.
Other documents you can generate
Most sites need more than one. A privacy policy without terms, or terms without a refund policy, leaves the obvious gap.
About this tool
A non-disclosure agreement has to be signed before the conversation, not after - an NDA signed afterwards covers nothing already said. Two answers decide whether an NDA is usable: which way the confidentiality runs, and how confidential information is defined. A one-way NDA sent to someone who is also sharing information comes back redlined, and a definition with no carve-outs for information that is already public or independently developed is routinely struck out as unreasonable. This generator switches between mutual and one-way obligations from a single answer, includes the standard exclusions, sets a confidentiality period and adds signature blocks for both parties. It is built for founders pitching investors, agencies taking briefs and anyone about to describe an unprotected idea. Nothing you type is uploaded.
How to use this tool
- Choose mutual or one-wayPick mutual if both sides will share secrets, or one-way if only you are disclosing information.
- Name the purpose and the periodDescribe the actual project the information is shared for and how long confidentiality lasts.
- Sign before you shareDownload the NDA, have both parties sign it, then start the conversation.
Mutual or one-way: choosing the right NDA
A one-way (unilateral) NDA protects information flowing in one direction - a founder showing an idea to a contractor, or a company sharing details with a supplier. A mutual NDA protects both sides when each will share confidential information, as in partnership talks or a merger discussion. Using a one-way agreement when both parties are disclosing leaves one side unprotected.
An NDA is only as good as its definition of confidential information and its exceptions. Courts generally will not enforce an obligation to keep secret information that was already public, already known to the recipient or independently developed, so good NDAs say so explicitly and set a sensible duration.
Key features
- Switches between one-way and mutual obligations from a single answer.
- Defines confidential information with the standard exclusions.
- Sets a confidentiality period and what happens to materials when talks end.
- Adds governing law and signature blocks for both parties.
Common uses
- A startup founder pitching to a developer or designer before hiring them.
- Two companies exploring a partnership or acquisition.
- Sharing a product design with a manufacturer for a quote.
- Bringing a freelancer into a project with client data.
Tips for better results
- Name the actual project in the purpose clause - that is what limits how your information can be used.
- Use a mutual NDA when talks will run both ways, such as a partnership or acquisition.
- Keep a signed copy with the date, alongside the materials you shared.
Mistakes to avoid
- Leaving the purpose vague - "for business discussions" lets the other side use your information in any discussion.
- Sharing the idea or the files before both sides have signed.
- Sending a one-way NDA to a partner who will also be disclosing information.
Frequently asked questions
Two to five years is common for business discussions; trade secrets are often protected for as long as they remain secret. An unreasonably long term can be harder to enforce.
No. In many countries, including the US and UK, NDAs cannot prevent people reporting crimes or regulatory breaches to authorities, and clauses that try to are unenforceable.
In most jurisdictions, yes - electronic signatures are generally accepted for commercial contracts such as NDAs under laws like the US ESIGN Act and the EU eIDAS regulation.
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.
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.
Most people need Freelance Contract and Data Processing Agreement as well. They cover the gaps this one does not.