NDA generator.
Mutual or one-way non-disclosure agreement. Edit the parties, the term, the governing law. Download a PDF. Nothing uploads, nothing is stored on our end.
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· second party03
· purpose & scope04
· terms05
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Mutual Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) is entered into as of ___________(the “Effective Date”) by and between:
Your Business Name, a corporation, with a principal place of business at 123 Main Street, City, State 12345; and
Counterparty Name, a corporation, with a principal place of business at 456 Other Street, City, State 67890.
(each, a “Party”, and collectively, the “Parties”).
1. Purpose
The Parties intend to share Confidential Information for the purpose of evaluating a potential business relationship, collaboration, or transaction (the "Purpose"). This Agreement governs the disclosure and use of that Confidential Information. Each Party may act as both a disclosing and a receiving party under this Agreement, and the obligations herein apply reciprocally.
2. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, electronic, or in any other form, that is either marked as confidential or that a reasonable person would understand to be confidential given the nature of the information or the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer lists, product designs, technical information, trade secrets, pricing, and any other non-public information disclosed by one party to the other.
3. Exclusions
Confidential Information does NOT include information that: (a) is or becomes generally available to the public through no act or omission of the other Party; (b) was rightfully in the possession of the other Party prior to disclosure under this Agreement, as evidenced by written records; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the other Party without use of or reference to the Confidential Information.
4. Obligations
The Other Party agrees to: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the Purpose and not for any other purpose, including any commercial or competitive benefit; (c) not disclose Confidential Information to any third party without the prior written consent of each Party, except to its employees, advisors, or agents who have a need to know for the Purpose and who are bound by written confidentiality obligations no less protective than this Agreement; and (d) protect Confidential Information using the same degree of care it uses to protect its own similar information, but in no event less than a reasonable degree of care.
5. Term
This Agreement is effective as of the Effective Date and shall continue for a period of 2 years from the Effective Date, unless earlier terminated by written mutual agreement. The confidentiality obligations in Section 4 shall survive termination or expiration of this Agreement and continue for the same period with respect to all Confidential Information disclosed prior to termination, except that obligations with respect to trade secrets shall continue for so long as such information remains a trade secret under applicable law.
6. Return or Destruction
Upon the earlier of (a) termination or expiration of this Agreement, or (b) written request of each Party, the other Party shall, within 30 days, return or destroy (at each Party's option) all Confidential Information in its possession, together with all copies, notes, or derivative materials, and shall certify such return or destruction in writing if requested.
7. No License; No Obligation
Nothing in this Agreement grants either Party any license or ownership rights, express or implied, in the Confidential Information of the other Party. This Agreement does not obligate either Party to enter into any further business relationship, and either Party may terminate discussions at any time for any reason.
8. Remedies
The Other Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to each Party, for which monetary damages may be inadequate. Accordingly, Each Party shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of posting bond.
9. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for any dispute arising under or relating to this Agreement.
10. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Your Business Name
Signature
Name: ______________________
Title: Authorized Signatory
Date: ______________________
Counterparty Name
Signature
Name: ______________________
Title: Authorized Signatory
Date: ______________________
Template provided for convenience. Not legal advice. Consult a licensed attorney in your jurisdiction before using for a transaction with material risk.
What this generator builds
A standard-form non-disclosure agreement with the clauses most NDA templates include — definitions, exclusions, obligations, term, return of information, no-license / no-further-obligation language, remedies (including injunctive relief), optional non-solicit, and governing law. The legal boilerplate is fixed so nobody accidentally edits enforceability out of the document. The editable fields are the ones that actually need to change per deal: parties, purpose, what's confidential, term, return deadline, jurisdiction, signers.
When to use mutual vs. unilateral
- Mutual: business partnerships, investor conversations, M&A or acquisition discussions, joint ventures, and any situation where both sides share sensitive information. This is the default for most B2B conversations and the safer choice when unsure.
- Unilateral: hiring an employee or contractor, engaging a vendor or agency, sharing a prototype with a reviewer or beta-tester, any situation where only your side has non-public information and the other side is providing services.
What to put in "what's confidential"
Be specific without being limiting. The default text covers the common categories (business plans, financials, customer lists, product designs, technical info, trade secrets, pricing) but you can add to it. Courts generally favor NDAs that clearly identify what's confidential over ones that claim "everything is confidential" — the latter gets thrown out as overbroad. If you're sharing source code, say source code. If you're sharing a pitch deck, say pitch deck.
Term length guidance
- 2–3 years: general business discussions, vendor relationships, most contractor engagements.
- 5–7 years: technical information, product roadmap, strategic plans, proprietary processes.
- Indefinite (trade secrets): true trade secrets remain protected as long as they remain confidential, regardless of the contractual term. Section 5 of this template preserves that automatically — you don't need to set the term to a massive number to cover trade secrets.
Disclaimer
This tool generates a standard-form NDA template for convenience. It is not legal advice, and using it does not create an attorney-client relationship. Enforceability depends on jurisdiction and specific facts. For any material transaction — regulated industries, cross-border deals, trade secrets, M&A, financing — have a licensed attorney in your jurisdiction review the document before execution.
FAQ
Is this NDA template actually free?
Yes — no account, no subscription, no watermark, no usage caps. The tool runs entirely in your browser; nothing uploads anywhere. You can generate as many NDAs as you need.
Mutual vs. unilateral — which should I pick?
Mutual (both parties disclose) is the default for business negotiations, partnerships, investor discussions, and M&A due diligence — anywhere both sides share sensitive information. Unilateral (one party discloses) fits employee / contractor / agency relationships, where only your side of the conversation is confidential. When in doubt, mutual is safer — it protects you if the counterparty ends up sharing something you didn't anticipate.
Is this legally enforceable?
The template uses standard NDA boilerplate — definitions, exclusions (public info, independently developed, etc.), term, return of information, remedies, and governing law — that courts routinely enforce. Like any contract, enforceability depends on jurisdiction, specific facts, and execution. For material transactions or unusual situations (trade secrets, cross-border deals, regulated industries), have a licensed attorney in your jurisdiction review it before signing.
How long should the confidentiality term be?
Typical ranges: 2–3 years for general business discussions, 5–7 years for technical or strategic information, and perpetual for true trade secrets. The default is 2 years. Note that most jurisdictions treat trade secrets as indefinitely confidential regardless of what the NDA says — the clause in Section 5 preserves that automatically.
What's the non-solicitation clause for?
Optional. If checked, it prevents the receiving party from hiring or soliciting your employees or contractors for one year after the NDA. Useful when you're showing a potential partner your team structure or talent pipeline. Skip it for general vendor or prospect conversations where it would feel overreaching.
What do I put for 'governing law jurisdiction'?
The state, province, or country whose laws should govern the agreement and where disputes would be resolved. Usually it's the state where your business is based. For US entities, format as "the State of California" / "the State of Delaware." For Canada: "the Province of Alberta" / "the Province of Ontario." For UK: "England and Wales." If the counterparty pushes back on your home jurisdiction, negotiate — don't just accept theirs without thought.
Can I edit the NDA clauses themselves, not just the fields?
This template is a fixed-clause generator — the legal boilerplate is not editable in the tool (so nobody accidentally breaks enforceability). The editable fields are names, addresses, purpose, what counts as confidential, term, return deadline, jurisdiction, and the optional non-solicit clause. If you need non-standard clauses (a specific IP assignment, a special exception, an arbitration clause), download the PDF and have your attorney redline it in Word.
Does this work for international / cross-border NDAs?
The template is US-compatible and works for most common-law jurisdictions (Canada, UK, Australia, NZ). For civil-law jurisdictions (EU, Latin America, most of Asia), the legal concepts still apply but some phrasing may not map cleanly — have a local attorney review. The governing-law field accepts any jurisdiction name.
Need an invoice for the same counterparty? The invoice generator handles that. Figuring out what to charge first? Try the freelance rate calculator.