A Non-Disclosure Agreement (NDA) — also called a Confidentiality Agreement — is a legally binding contract between two or more parties that establishes a confidential relationship. The parties agree not to share certain information with third parties. NDAs are commonly used when sharing business plans, trade secrets, client lists, or technical information with potential partners, employees, contractors, or investors.

What is the difference between a mutual and one-way NDA?

A one-way (unilateral) NDA protects information flowing in one direction — typically from the disclosing party to the receiving party. A mutual (bilateral) NDA protects information flowing both ways, where both parties share confidential information with each other. Mutual NDAs are common between business partners, while one-way NDAs are typical when sharing information with a potential employee, contractor, or investor.

Is a free NDA template legally binding?

An NDA is legally binding when it meets the basic requirements of a contract: offer, acceptance, and consideration (something of value exchanged). A well-drafted NDA template can be legally enforceable. However, the enforceability depends on the jurisdiction, how it is signed, and whether the terms are reasonable. For high-stakes situations, always have a qualified lawyer review the agreement.

How long should an NDA last?

NDA duration varies by use case. One to three years is typical for general business discussions. Two to five years is common for employment and contractor agreements. Some NDAs have no expiry for trade secrets. Courts may void an NDA with an unreasonably long term, so it is best to be specific and reasonable about the duration.

What should an NDA include?

A complete NDA should include: identification of both parties, definition of what constitutes confidential information, what is excluded from confidentiality, the obligations of the receiving party, the permitted purpose for using the information, the duration of the agreement, the governing law and jurisdiction, and consequences of breach. This generator covers all these elements.

NDA Generator

Generate a professional Non-Disclosure Agreement in minutes. Fill in the details, preview the document, and download as a clean PDF — free, no signup, no watermark.

This is a template, not legal advice. This generator produces a standard NDA template for general use. For high-value, complex, or legally sensitive situations, always have a qualified lawyer review the agreement before signing. Laws vary by jurisdiction.

NDA Type

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Mutual

Both parties share confidential information

➡️

One-Way

Only one party discloses confidential information

💡 Mutual NDA: Both sides are sharing secrets. Example: Two companies exploring a partnership both share pricing, technology, and internal data with each other — so both need protection.

Party Details

Disclosing Party

The Disclosing Party is the one sharing confidential information. In a mutual NDA, fill in both sections — you're both sharing, so you're both disclosing.

Receiving Party

The Receiving Party is the one receiving and promising to keep the information secret. In a mutual NDA, this is the other party — fill in both sides and you're covered.

Agreement Details

Purpose of Disclosure *

Why are you sharing this information? Be specific — this limits what the receiving party can use it for. E.g. "Evaluating a potential freelance web design contract," or "Exploring a joint venture in residential roofing services."

Effective Date

Duration

How long must they keep it secret? 2 years is typical for most business discussions. Use "Indefinite" only for genuine trade secrets like formulas or proprietary processes.

Governing Law / Jurisdiction

Optional Clauses

These add extra protections beyond confidentiality. All are pre-checked as sensible defaults — uncheck any that don't apply to your situation. Not sure? Leave them checked; they're standard in most professional NDAs.

Non-Solicitation

Parties agree not to solicit each other's employees or clients during the agreement period.

Non-Compete

Receiving party agrees not to compete directly with the disclosing party's core business during the agreement period.

Return of Information

Upon request or termination, the receiving party must return or destroy all confidential materials.

Injunctive Relief

Either party may seek injunctive or other equitable relief without the need to post a bond.

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