Non-Disclosure Agreement
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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 with one another 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.
- 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 of information upon request
- Remedies and injunctive relief for breach
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.
Frequently asked questions
- What's the difference between a mutual and one-way NDA?
- A one-way (unilateral) NDA protects information flowing in one direction — for example, from a founder to a potential hire. A mutual NDA protects both parties equally, which is standard when two companies explore a partnership and both share sensitive data. contract.diy determines the right type based on your description.
- Are NDAs actually enforceable?
- Generally speaking, yes — when properly drafted. Courts have upheld NDAs that clearly define the confidential information, set reasonable time limits, and are signed before any disclosure. Overly broad NDAs that restrict general knowledge or common skills are harder to enforce — contract.diy is designed to avoid these common pitfalls. We recommend having any NDA reviewed by a qualified attorney before relying on it in high-stakes situations.
- How long should an NDA last?
- Most commercial NDAs run 2–5 years. Trade secrets can be protected indefinitely in many jurisdictions. Employment NDAs often last 1–3 years post-termination. The right duration depends on how long the information remains sensitive — contract.diy recommends an appropriate term based on your context.
- Do I need a lawyer to review my NDA?
- For most standard situations — vendor relationships, freelancers, initial business discussions — a well-drafted NDA from contract.diy is sufficient. For high-stakes deals, M&A, or international transactions, we recommend legal review. Our generated NDAs are designed to be lawyer-ready if you choose to have one review it.
- Can an NDA protect business ideas?
- Yes, with caveats. An NDA can protect specific information you disclose, but ideas alone are difficult to protect broadly. The agreement should specifically describe what's confidential. Vague terms like 'all business ideas' are weaker than 'the product roadmap and technical specifications disclosed during [meeting date].'
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