Non-Disclosure Agreement
Non-Disclosure Agreement Generator
Create a professionally structured NDA in minutes. Describe what you need to protect, and get a complete agreement tailored to your jurisdiction.
"Every clause grounded in statute. Every term verified against local law."
What is a Non-Disclosure Agreement?
A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legally binding contract that establishes a confidential relationship between two or more parties. The signing parties agree that sensitive information they share will not be made available to others.
NDAs are one of the most common legal documents in business. They're used before partnerships, employment, product development discussions, investor meetings, and any situation where private information must be shared. Without one, there's no legal recourse if someone misuses what you've told them in confidence.
There are two main types: a mutual NDA (both parties share and protect information) and a one-way NDA (only one party discloses). Contract.DIY generates either type based on your description — with the right clauses, duration, and jurisdiction for your situation.
Key clauses included
Every Non-Disclosure Agreement includes all the provisions that matter — no important terms left out.
Definition of confidential information
Precisely what is and isn't covered
Obligations of the receiving party
How information must be handled
Duration and term
How long the confidentiality obligations last
Exclusions
Information already public or independently developed
Permitted disclosures
Employees, advisors, legal requirements
Return or destruction
Return or destruction of information upon request
Remedies and injunctive relief
Legal remedies available for breach
When do you need a NDA?
Before sharing a business plan or product roadmap with a potential investor or partner
When hiring a freelancer or contractor who will access proprietary systems or data
During merger, acquisition, or joint venture discussions between companies
Before disclosing trade secrets to a prospective licensee or distributor
When employees have access to sensitive customer data, pricing, or strategy
Example clause language
See the quality of contract language generated for your NDA.
Confidential Information
"Confidential Information" means all non-public information disclosed by the Disclosing Party, whether orally, in writing, or electronically, including but not limited to business plans, technical data, trade secrets, customer lists, and financial information.
Non-Disclosure Obligation
The Receiving Party shall hold all Confidential Information in strict confidence and shall not, without the prior written consent of the Disclosing Party, disclose such information to any third party or use it for any purpose other than the Purpose described herein.
Return of Materials
Upon termination of this Agreement or at the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies of Confidential Information in its possession and certify such destruction in writing.
Key Legal Considerations
Real requirements from real jurisdictions — automatically enforced in every contract.
CUTSA Trade Secret Conformity
Cal. Civ. Code §§ 3426–3426.11
Trade secret definition aligns with CUTSA (Cal. Civ. Code § 3426.1)
Delaware UTSA Trade Secret Definition
6 Del. C. § 2001
Trade secret definition aligns with Delaware UTSA
FUTSA Trade Secret Definition
Fla. Stat. § 688.002(4)
Trade secret definition aligns with FUTSA (Fla. Stat. § 688.002)
How it works
From blank page to signed contract — in minutes, not days.
Describe your situation
Tell us about the parties involved, what needs to be protected or agreed upon, and any specific requirements for your NDA.
Your contract is drafted
A complete, jurisdiction-aware contract with all the right clauses — generated in seconds. Review and edit anything inline.
Download and sign
Export as a polished PDF or Word document. Share it for signature or use your preferred e-signature tool.
Available Jurisdictions
Each jurisdiction adds specific mandatory clauses, compliance checks, and prohibited terms to your contract.
California
10 specific rules
Delaware
10 specific rules
Florida
7 specific rules
Georgia
5 specific rules
Illinois
7 specific rules
Massachusetts
7 specific rules
Michigan
5 specific rules
New York
10 specific rules
North Carolina
5 specific rules
Ohio
5 specific rules
Pennsylvania
5 specific rules
Texas
11 specific rules
United States
16 specific rules
Washington
7 specific rules
European Union
16 specific rules
France
3 specific rules
Germany
3 specific rules
Netherlands
13 specific rules
United Kingdom
14 specific rules
Australia
0 specific rules
Canada
0 specific rules
India
0 specific rules
Japan
0 specific rules
Singapore
0 specific rules
Related Resources
Guides, FAQs, and legal terms to help you understand your contract.
Guides & Articles
10 Common NDA Mistakes That Could Cost You
NDAs protect your most valuable information, but only when drafted correctly. These 10 mistakes undermine enforceability and expose trade secrets.
Before You Sign an NDA: 10 Things to Review
Handed an NDA to sign? Use this 10-point checklist to spot red flags, protect your rights, and negotiate better terms before putting pen to paper.
Confidentiality Clause vs NDA: What's the Difference?
Confidentiality clauses and NDAs both protect sensitive information but work differently. Learn when to use each and how to draft them properly.
Contract.DIY vs LawDepot: Free NDA Comparison
Need a free NDA? Compare Contract.DIY and LawDepot. Pricing, quality, jurisdiction awareness, and what free actually means on each platform.
How to Write an NDA for Your Startup (Step-by-Step Guide)
Protect your startup ideas, code, and strategy with a properly drafted NDA. Essential clauses, common mistakes, and enforcement tips.
Related Contracts
Often used alongside NDA agreements.
State-Specific Guides
Learn how NDA requirements vary by state.
Frequently asked questions
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