What is a Non-Disclosure Agreement (NDA)?

An NDA is a legal contract that protects confidential information shared between parties. It prevents the receiving party from disclosing sensitive business information, trade secrets, or proprietary data to third parties without permission.

When should I use an NDA?

Use an NDA before sharing sensitive information in business partnerships, mergers and acquisitions, employment relationships, contractor/consultant engagements, product development collaborations, or investor pitches. Always sign before disclosure, never after.

What's the difference between mutual and one-way NDAs?

A one-way (unilateral) NDA protects only one party's confidential information, common in employment or vendor relationships. A mutual (bilateral) NDA protects both parties' information, typical in joint ventures or partnerships where both sides share sensitive data.

Is this NDA legally enforceable?

This template provides a foundation, but enforceability depends on proper execution, reasonable terms, and compliance with your jurisdiction's laws. Always have an attorney review NDAs before use, especially for high-stakes business deals or complex situations.

How long should an NDA last?

NDA duration varies by industry and information type. Trade secrets often require indefinite protection. Business strategies might need 2-3 years. Employment NDAs typically last 1-2 years post-employment. Choose a duration that's reasonable and enforceable in your jurisdiction.

What information can be excluded from an NDA?

Standard exclusions include: information already public, information the recipient knew before disclosure, information independently developed without using confidential data, and information received from third parties without confidentiality obligations. These exclusions make NDAs fair and enforceable.

Should I include non-compete and non-solicitation clauses?

Non-compete clauses restrict working for competitors. Non-solicitation clauses prevent poaching employees or customers. Include them when protecting business relationships, but keep them narrow in scope and duration—overly broad clauses may be unenforceable in many jurisdictions.

What happens if someone violates an NDA?

NDA breaches can result in monetary damages, injunctive relief (court orders to stop disclosure), and in some cases, criminal penalties for trade secret theft. The agreement should specify remedies, including the right to seek immediate injunctive relief without posting bond.

Do NDAs need to be notarized or witnessed?

Most NDAs don't require notarization or witnesses to be valid, but some jurisdictions may benefit from notarization for easier enforcement. Electronic signatures are generally valid. Check your local requirements or consult an attorney for high-value agreements.

Can an NDA be used internationally?

International NDAs face complexities with different legal systems, enforcement mechanisms, and confidentiality standards. Specify governing law and dispute resolution mechanisms. For cross-border agreements, consider separate NDAs under each country's laws or consult international business attorneys.

NDA Generator - Free Non-Disclosure Agreement Template

Party Information

Disclosing Party Name *

Disclosing Party Address *

Receiving Party Name *

Receiving Party Address *

Agreement Terms

NDA Type

One-way for employment/vendors, Mutual for partnerships

Purpose of Disclosure

Agreement Term

Duration of confidentiality obligations

Governing Law / Jurisdiction

Additional Clauses

Require return/destruction of materials upon request

Include non-solicitation clause (employees/customers)

Include non-compete clause (may not be enforceable in all jurisdictions)

Non-Disclosure Agreement

Fill in the form and click Generate to create your Non-Disclosure Agreement.

Legal Disclaimer

This NDA generator provides a template for informational purposes only. It is not legal advice. Non-Disclosure Agreements are legally binding contracts with serious consequences for breach. Laws governing NDAs vary significantly by jurisdiction, and enforceability depends on proper drafting, reasonable terms, and compliance with local regulations. We strongly recommend having a qualified attorney review any NDA before signing or requiring others to sign it, especially for high-stakes business transactions, employment agreements, or cross-border arrangements.

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Party Information

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Confidential Information

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Non-Disclosure Agreement

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