Free Non-Disclosure Agreement (NDA) Template
Create a professionally drafted NDA in minutes. Protect your confidential information with a jurisdiction-aware agreement customized for your specific situation — no legal fees required.
What is a Non-Disclosure Agreement?
A Non-Disclosure Agreement (NDA) — also called a confidentiality agreement — is a legally binding contract that prevents one or both parties from sharing confidential information with third parties. It is one of the most commonly used legal documents in business, protecting everything from trade secrets and client lists to proprietary technology and financial data.
Whether you are sharing a business idea with a potential partner, onboarding a freelancer who will access internal systems, entering investor discussions, or beginning merger talks, an NDA sets clear legal boundaries around what can and cannot be disclosed — and the consequences for crossing those boundaries.
Without an NDA, you have limited legal recourse if someone shares your confidential information. With one, you gain the ability to seek injunctive relief (a court order to stop further disclosure), recover monetary damages, and hold the breaching party accountable.
Mutual NDA vs One-Way NDA: Which Do You Need?
One-Way (Unilateral) NDA
Only one party shares confidential information. The receiving party is bound to secrecy, but the disclosing party has no reciprocal obligation.
Common use cases
- Hiring freelancers or contractors
- Sharing a pitch deck with investors
- Employee onboarding
- Vendor or supplier access to systems
Mutual (Bilateral) NDA
Both parties share confidential information and are bound to protect each other's disclosures. Creates balanced, reciprocal obligations.
Common use cases
- Business partnerships and joint ventures
- Merger and acquisition discussions
- Technology licensing negotiations
- Co-development agreements
Not sure which type you need? Read our detailed comparison.
How to Create an NDA in 5 Steps
Have a ready-to-sign Non-Disclosure Agreement in under 5 minutes.
Select whether you need a mutual NDA (both parties share confidential information) or a one-way NDA (only one party discloses).
Provide the names, addresses, and roles of the disclosing and receiving parties.
Specify the categories of information the NDA will protect — trade secrets, business plans, customer data, technical specifications, or financial records.
Choose how long confidentiality obligations last (typically 1–5 years) and select the governing jurisdiction for your agreement.
Review the generated NDA, make any edits, and download as a ready-to-sign PDF.
Key Clauses in Every NDA
Every generated agreement includes these professionally drafted clauses, tailored to your jurisdiction.
Specifies exactly what information is protected — trade secrets, financial data, customer lists, technical specifications — and what falls outside the agreement.
Details how the recipient must handle, store, and safeguard confidential materials, including restrictions on copying and sharing.
Sets the period during which confidentiality obligations remain in effect — typically 1 to 5 years, with options for indefinite protection of trade secrets.
Covers information already publicly available, independently developed, or legally required to be disclosed.
Allows sharing with employees, legal advisors, or as required by court order — with proper safeguards.
Outlines injunctive relief, monetary damages, and legal fees available if the agreement is violated.
Requires the receiving party to return or destroy all confidential information upon request or when the agreement ends.
Identifies which jurisdiction's laws govern the agreement and where disputes will be resolved.
When Do You Need an NDA?
- Before sharing a business idea or proprietary process with a potential partner or investor
- When hiring freelancers or contractors who will access internal systems, codebases, or data
- During merger and acquisition discussions or due diligence processes
- Before product development collaborations where trade secrets are exchanged
- When onboarding employees who will handle sensitive customer or business data
- Before licensing negotiations involving proprietary technology or intellectual property
- When entering joint venture or co-marketing partnerships
- During fundraising conversations with angel investors or venture capitalists
Still unsure? See 7 real-world scenarios where an NDA is essential.
Ready to protect your confidential information?
Fill in your details and have a professionally drafted, ready-to-sign NDA in minutes.
Create Your Free NDANDA Enforceability by Jurisdiction
NDA enforceability varies significantly by jurisdiction. Some states limit how long non-disclosure obligations can last, while others require specific language to protect trade secrets under statutes like the Uniform Trade Secrets Act (UTSA) or the Defend Trade Secrets Act (DTSA).
Key jurisdictional differences include: California's strong employee mobility protections (which can limit NDA scope for departing employees), New York's requirement for reasonable scope and duration, and the UK's distinction between confidentiality during and after employment.
Jurisdiction-aware generation
Our NDA generator tailors your agreement to your selected jurisdiction — including state-specific requirements for the US, UK, Canada, Australia, and the EU. Select your jurisdiction during generation and the appropriate governing law, dispute resolution, and trade secret clauses are included automatically.
View all supported NDA jurisdictions5 Common NDA Mistakes to Avoid
Clearly define categories of protected information. Courts are more likely to enforce NDAs with specific, well-defined scope.
Match the NDA term to the nature of the information. 2–3 years is standard for most business information; trade secrets may warrant longer or indefinite protection.
Always include exclusions for publicly available information, independently developed work, and legally compelled disclosures. Without them, the NDA may be unenforceable.
Specify which jurisdiction's laws apply. Without this, disputes become significantly more expensive and unpredictable.
If both parties are sharing information — as in partnerships or M&A — use a mutual NDA to ensure balanced protection.
Frequently Asked Questions About NDAs
Is this NDA template legally binding?
What is the difference between a mutual and one-way NDA?
How long should an NDA last?
Can I use this NDA for employees?
Do I need a lawyer to use this NDA template?
What happens if someone breaks an NDA?
Are NDAs enforceable across state lines?
What information should I exclude from an NDA?
NDA Guides and Resources
Create Your Free NDA
No credit card required. Fill in your details and have a ready-to-sign Non-Disclosure Agreement in minutes.
Create Your Free NDAcontract.diy is a document preparation service, not a law firm. Generated contracts are templates for informational purposes and do not constitute legal advice. We recommend having any contract reviewed by a qualified attorney before signing.