NDA Generator
Fill in the parties, the purpose and the terms, and watch a clear non-disclosure agreement build itself in the preview. Choose a mutual or one-way NDA, then download it as a PDF or an editable Word file. Everything stays in your browser.
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This template is general information, not legal advice. Have a lawyer review agreements that matter to your business.
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How to use the NDA Generator
- Pick Mutual or One-way: mutual if both sides will share secrets, one-way if only one side discloses.
- Enter both parties: legal names, entity type and state, addresses and who signs.
- Describe the purpose and tick the kinds of information the agreement covers.
- Set the term and clauses: how long the agreement and the confidentiality last, and which optional clauses to include.
- Choose the governing state, check the highlighted blanks in the preview, then download the PDF or Word file and sign.
Mutual or one-way: which NDA do you need?
| Situation | NDA type | Why |
|---|---|---|
| Two companies discussing a partnership, merger or joint project | Mutual | Both sides will reveal plans, numbers or technology |
| Hiring a freelancer, agency or consultant | One-way | Only you share business information with them |
| Showing an invention or app idea to a manufacturer or developer | One-way | You are the only one disclosing |
| Pitching to investors | One-way, if they agree | Many investors decline to sign NDAs, so share only what you can afford to have known |
| Vendor evaluation where both sides share pricing and specs | Mutual | Information flows in both directions |
What each clause does
- Purpose limits use: the recipient may use the information only for the stated purpose, such as evaluating a deal. A narrow, specific purpose gives the discloser more protection.
- Definition of Confidential Information decides what is protected. This template covers information marked confidential and information a reasonable person would understand to be confidential, so unmarked emails and conversations are not automatically left out.
- Exclusions carve out public, already-known, third-party and independently developed information. They protect the recipient from being accused over information it had legitimately.
- Obligations set the standard of care (at least reasonable care) and who may see the information on a need-to-know basis.
- Term and survival are two different periods: how long the parties may keep sharing under the agreement, and how long the duty of confidentiality lasts afterwards.
- Return or destruction lets the discloser ask for its materials back when talks end.
- Remedies confirm the discloser may ask a court for an injunction to stop a leak quickly, not just sue for money afterwards.
- Governing law and venue decide which state's law applies and where disputes are heard. Parties often choose the state where one of them is based.
Tips before you sign
- Use each party's exact legal name (for a company, the name on its formation documents, such as "Northwind Labs, Inc."), and make sure the signer is authorized to bind the company.
- Sign before sharing anything sensitive. Information shared before signing is covered only because this template includes disclosures made before the Effective Date, and some counterparties strike that.
- Mark documents "Confidential" anyway. It removes any doubt about what is covered.
- Employee non-solicitation clauses are restricted in some states; keep them short and narrow, or leave the box unticked.
Frequently asked questions
What is the difference between a mutual and a one-way NDA?
In a one-way (unilateral) NDA, only one party discloses information and only the other party promises to keep it confidential, for example a startup showing a product to a contractor. In a mutual NDA, both parties share confidential information and both are bound, which is common when two companies explore a partnership or deal.
How long should an NDA last?
Many business NDAs run for 1 to 3 years and keep confidentiality obligations for 2 to 5 years after the agreement ends. Information that is a trade secret is often protected for as long as it remains secret, because disclosing it after a fixed period would destroy its value. Choose periods that match how long the information stays sensitive.
What information is not covered by an NDA?
Standard exclusions remove information that is already public, that the recipient already knew, that the recipient got lawfully from someone else without a confidentiality duty, or that the recipient developed independently. These exclusions are expected by most courts and counterparties, so removing them can make an NDA harder to agree on.
What is the DTSA whistleblower notice and do I need it?
The US Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)) protects individuals who disclose trade secrets in confidence to government officials or attorneys to report a suspected violation of law, or in a sealed court filing. If an employer does not include this notice in an agreement with an employee, contractor or consultant, it cannot recover exemplary damages or attorney fees from that individual under the DTSA. Including it is harmless in other NDAs.
Does an NDA have to be notarized or witnessed?
Usually not. An NDA is a contract that is generally valid when both parties sign it, and electronic signatures are accepted under the US ESIGN Act and in most states. Keep a signed copy for each party.
Is this NDA generator free and private?
Yes. It is free with no sign-up or watermark. The agreement is built in your browser and the names and details you type are not uploaded. Your draft is saved in this browser so you can come back to it.
Is this NDA legally binding and is it legal advice?
A signed NDA is a contract and can be binding, but this tool provides a general template, not legal advice. Contract and employment rules vary by state and country, and some clauses, such as non-solicitation, are limited in certain places. Have a lawyer review agreements that protect important information.
Are all the tools on FreeToolCabin tested for quality and accuracy?
Yes! Every tool on our site undergoes automated Q/A testing in real browser environments to ensure high precision, correct output, and zero errors. If you happen to spot a bug or have a suggestion, please contact us at [email protected] and our team will review it right away.
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