NDA Generator
Create a non-disclosure agreement in minutes. Choose mutual or one-way, fill in the parties, purpose, term, and governing law, and get a complete NDA with 9 standard clauses — definition, exclusions, obligations, term, return of materials, remedies, and more. Export as HTML, Markdown, or plain text. Runs entirely in your browser; this is a template, not legal advice.
How to Use This Tool
- Pick mutual or one-way — choose whether both sides share confidential information or only one, or start from a freelancer, investor, or partnership preset.
- Fill in the parties and purpose — add the disclosing and receiving party names, the purpose of disclosure, and the effective date.
- Set the term and governing law — choose how long confidentiality lasts and the jurisdiction whose law governs the agreement.
- Review, then copy or download — read the generated NDA, switch between HTML, Markdown, or text, then copy or download it — and have a lawyer review it before signing.
About Non-Disclosure Agreements
An NDA, or Non-Disclosure Agreement, is a contract in which one or both parties promise to keep shared information secret and use it only for an agreed purpose. It is the standard way to protect trade secrets, product plans, customer lists, pricing, and source code before a deal, hire, or partnership begins. Our free generator builds a starting template from a few inputs: the party names, whether the agreement is mutual or one-way, the duration, the governing jurisdiction, and your own definition of confidential information. Everything runs in your browser, so no account, email, or upload is required. You get a clean, readable document you can copy in HTML, Markdown, or plain text.
The generator produces two structures, and choosing the right one matters. A one-way, or unilateral, NDA protects information flowing in a single direction: one party discloses, and the other only receives and must keep quiet. It fits situations like hiring a contractor, pitching an investor, or sharing files with a vendor who has nothing secret to give back. A mutual, or bilateral, NDA protects both sides because each party both shares and receives sensitive material, which is common in mergers, joint ventures, and partnership talks. Mutual agreements often feel fairer and can close faster because the obligations are symmetrical. Pick the form that matches how information will actually travel between you.
A workable NDA is more than a promise of secrecy, and a few clauses do the heavy lifting. The definition of confidential information sets the boundary of what is protected and how it must be marked or identified. The permitted-use clause limits the recipient to the stated purpose and nothing else. Exclusions carve out information that is public, already known, or independently developed, so the recipient is not trapped by things they legitimately possess. A term clause sets how long the duty lasts, and a return-or-destroy clause governs materials when the relationship ends. Remedies, governing law, and signature blocks round out a template you can actually rely on.
Duration and enforceability are where NDAs often go wrong. A common structure runs the confidentiality obligation for a fixed term, frequently two to five years, though genuine trade secrets can be protected for as long as they stay secret. Courts generally enforce NDAs that are reasonable in scope, duration, and geography, but they resist agreements that are vague, indefinite for ordinary information, or so broad they restrain lawful work. Enforceability also varies by jurisdiction: what a court upholds in one state or country may be narrowed or rejected in another. Naming a governing law in the template makes the placeholder read correctly, but it does not guarantee the surrounding terms comply locally.
This tool produces a template, not legal advice, and that distinction is important. A generated NDA is a well-organized first draft covering the clauses most agreements share, but it cannot account for your specific relationship, industry rules, or the real value of what you are protecting. Before you send it to anyone, have a qualified attorney in your jurisdiction review and adapt the wording so it fits and holds up if challenged. Once your agreements are in order, the harder question is growth: our marketing consulting team can help you turn protected ideas into positioning, campaigns, and a real pipeline, so the secrets you just safeguarded become momentum in the market.
Pair this with our Terms of Service Generator, Privacy Policy Generator, and Disclaimer Generator to cover the rest of your legal paperwork.
Frequently Asked Questions
What is the difference between a mutual and a one-way NDA?
A one-way, or unilateral, NDA protects information moving in a single direction: one party discloses secrets and the other only receives and must keep them confidential. It suits hiring a contractor, pitching an investor, or handing files to a vendor who shares nothing back. A mutual, or bilateral, NDA protects both parties because each side shares and receives sensitive material, which is typical in mergers, joint ventures, and partnership discussions. Mutual agreements are often seen as fairer and can be signed faster because the obligations are symmetrical. Choose based on how information will actually flow: if only you are sharing, one-way is simpler; if both sides are, use mutual.
How long should an NDA last?
There is no single correct duration, but many NDAs set the confidentiality obligation to two to five years, which courts commonly view as reasonable for ordinary business information. Genuine trade secrets are often protected for as long as the information stays secret rather than for a fixed term, since disclosing them would destroy their value. Very long or indefinite periods for everyday information can make an agreement harder to enforce, because courts resist restraints that outlast any legitimate need. Match the term to how long the information stays sensitive: a product launch may need only a year or two, while a formula may warrant open-ended protection. When unsure, ask an attorney.
What counts as confidential information under an NDA?
Confidential information is whatever the agreement defines as protected, which is why the definition clause matters so much. It commonly covers trade secrets, business plans, financial data, customer and supplier lists, pricing, source code, designs, and unreleased product details. Good NDAs also state how such information must be identified, for example marked confidential or disclosed under circumstances that make its sensitivity clear. Just as important are the exclusions: information that is already public, that the recipient already lawfully knew, that they independently developed, or that a third party rightfully provided is usually carved out. Define the category broadly enough to cover what matters, but specifically enough that both parties understand the boundary.
What is a residual or known-information clause?
A residuals clause lets a recipient use general knowledge, skills, and ideas that remain in their memory after working with your confidential information, as long as they do not rely on your written materials or deliberately memorize specifics. It exists because people cannot un-know what they learn, and it protects a recipient from being accused of breach simply for retaining professional experience. A related known-information exclusion removes anything the recipient already lawfully possessed before disclosure. These provisions favor the receiving party and can significantly narrow protection, so disclosing parties often resist or limit them. Whether to include one, and how tightly to draft it, is a negotiation point worth reviewing with counsel.
What is an injunctive-relief clause and why is it common in NDAs?
An injunctive-relief clause acknowledges that a breach of confidentiality can cause harm that money alone cannot fix, and it lets the disclosing party ask a court to order the recipient to stop, through an injunction, rather than wait for damages. Once a secret is leaked, its value can be permanently lost, so speed matters. The clause typically states that the parties agree such a breach causes irreparable harm and that the disclosing party may seek an injunction, sometimes without posting a bond or proving monetary damages. Courts do not automatically grant injunctions just because a contract says so, but the language strengthens the request. It is a standard, sensible inclusion.
Are NDAs enforceable across different states and countries?
Enforceability varies, and an NDA that holds up in one place may be narrowed or rejected in another. Within a single country, states or regions can differ on how broad a restriction they will allow and how they treat related clauses like non-solicitation. Across borders the differences are larger: language, court systems, available remedies, and public-policy limits all change. This is why the governing-law and jurisdiction clauses matter, since they name whose law applies and where disputes are heard, though a party's home-country consumer or employment rules can sometimes override your choice. If your parties or information span multiple regions, have a lawyer confirm the agreement works in each relevant place.
What is the difference between an NDA and a confidentiality agreement?
In practice, very little. Non-disclosure agreement and confidentiality agreement are largely interchangeable names for a contract that requires one or both parties to keep specified information secret and use it only for an agreed purpose. Some people use confidentiality agreement for a standalone document and treat an NDA as a clause or short agreement, but there is no strict legal distinction, and courts look at what the document does rather than its title. You may also see the same idea embedded inside a larger contract, such as an employment or vendor agreement, as a confidentiality section. Whatever the label, focus on the actual terms: definition, duration, permitted use, and remedies.
Are electronic signatures legal on an NDA?
In most jurisdictions, yes. Laws such as the United States ESIGN Act and UETA, the EU eIDAS regulation, and similar statutes in many countries give electronic signatures the same legal standing as handwritten ones for most business contracts, including NDAs. What matters is that each signer intended to sign, agreed to do business electronically, and that the signature is reliably linked to them with a record you can keep. Using a reputable e-signature service that captures identity, timestamps, and an audit trail strengthens enforceability. A small number of document types still require wet ink in some places, but standard NDAs are rarely among them. When in doubt, confirm the rules for your jurisdiction.