NDA Generator
The NDA generator creates a non-disclosure agreement between two parties with customizable duration, purpose, and jurisdiction. Choose between a mutual NDA (both parties bound) or a one-way NDA (only the receiving party bound). Print or save as PDF. Free, no account required.
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of its disclosure.
"Purpose" means the business purpose described between the Parties.
Each Party, as a Receiving Party, agrees to:
- Hold all Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party.
- Use the Confidential Information solely for the Purpose and for no other purpose whatsoever.
- Protect the Confidential Information using at least the same degree of care used to protect its own confidential information, and in no event less than reasonable care.
- Limit access to the Confidential Information to its employees, officers, directors, contractors, advisors, and agents who (i) have a genuine need to know such information for the Purpose and (ii) are bound by confidentiality obligations at least as protective as those in this Agreement.
- Promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorized disclosure or use of the Confidential Information.
These obligations apply to each Party in its capacity as a Receiving Party with respect to the Confidential Information of the other Party.
The obligations of Section 2 do not apply to information that the Receiving Party can demonstrate by written records:
- Is or becomes publicly available through no breach of this Agreement by the Receiving Party.
- Was rightfully known to the Receiving Party without restriction prior to disclosure by the Disclosing Party.
- Is rightfully received by the Receiving Party from a third party without restriction on disclosure.
- Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
- Is approved for release in writing by an authorised representative of the Disclosing Party.
- Is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice (to the extent permitted by law) and cooperates with any protective order sought.
Notwithstanding Section 2, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, stock exchange rule, or order of a governmental authority or court of competent jurisdiction, provided the Receiving Party:
- Provides the Disclosing Party with prompt written notice prior to such disclosure (to the extent permitted by law).
- Reasonably cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate relief.
- Discloses only that portion of the Confidential Information that is legally required to be disclosed.
Upon the written request of the Disclosing Party, or upon the termination or expiration of this Agreement, the Receiving Party shall promptly:
- Return to the Disclosing Party all tangible materials containing or embodying Confidential Information.
- Permanently delete or destroy all electronic copies of Confidential Information in its possession or control.
- Certify in writing, upon request, that it has complied with the obligations of this Section.
The Receiving Party may retain copies of Confidential Information stored in automated backup systems or as required by applicable law, provided such retained copies remain subject to the confidentiality obligations of this Agreement.
This Agreement is effective as of April 19, 2026 and shall remain in effect for two (2) years from that date, unless earlier terminated by mutual written agreement of the Parties.
The confidentiality obligations with respect to Confidential Information disclosed prior to expiration or termination shall survive for the duration specified above.
Each Party acknowledges that any breach of this Agreement may cause the Disclosing Party irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to all other remedies available at law or in equity, the Disclosing Party shall be entitled to seek injunctive relief and specific performance to enforce this Agreement without the requirement to post a bond or other security.
The remedies set forth in this Agreement are cumulative and not exclusive of any other remedies available under applicable law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in the State of Delaware, United States.
Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings, agreements, and representations concerning confidentiality between the Parties.
Amendments: This Agreement may only be modified by a written instrument signed by authorised representatives of both Parties.
Severability: If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
Waiver: No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.
Counterparts: This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original, and all of which together shall constitute one instrument.
No Licence: Nothing in this Agreement grants either Party any licence or right to any intellectual property of the other Party, except the limited right to use Confidential Information strictly for the Purpose.
Non-disclosure agreement template: what an NDA covers
A non-disclosure agreement defines what information is considered confidential, who may receive it, what they may and may not do with it, and how long the obligation lasts. The essential clauses are: the definition of confidential information (what falls within scope), permitted disclosures (employees and contractors who need to know), excluded information (publicly available or independently developed information), the obligations of the receiving party, the duration of the NDA, and remedies for breach.
The non disclosure agreement template generated by this tool includes all standard clauses. The definition of confidential information can be set to a broad all-information standard or narrowed to specific categories listed in the agreement. The duration clause sets when the confidentiality obligation begins and when it expires. Standard durations for commercial NDAs are one to three years. For trade secrets, some NDAs have no expiry, though enforceability of perpetual NDAs varies by jurisdiction.
Free NDA template: mutual versus one-way agreements
A mutual NDA binds both parties equally, both the disclosing and the receiving party agree to keep each other's information confidential. This is appropriate for negotiations where both parties will share sensitive information, such as a merger discussion, a joint venture exploration, or a partnership evaluation. A one-way NDA binds only the receiving party and is appropriate when only one party is disclosing confidential information, such as when a freelancer receives access to a client's proprietary systems or unreleased product plans.
The free NDA template generator supports both formats. Select mutual or one-way at the top of the form and the generated clauses reflect the correct structure for each type. For freelance and agency work, a one-way NDA signed by the contractor before the client shares any confidential project information is standard practice. The generator includes fields for both parties' names and roles (disclosing party and receiving party) and generates the correct party references throughout the document.
Frequently asked questions
An NDA (non-disclosure agreement) is a contract where one or both parties agree to keep specified information confidential. One is needed before sharing information that would harm you if it became public: unreleased product plans, source code, client lists, financial projections, trade secrets, or any proprietary business information. NDAs are commonly signed before merger discussions, partnership evaluations, hiring contractors for confidential projects, and investor presentations.
A mutual NDA binds both parties, each agrees to keep the other's information confidential. This is used when both parties will share sensitive information, such as in merger negotiations or partnership discussions. A one-way NDA binds only the receiving party and is appropriate when only one party is disclosing information, such as a client sharing proprietary project details with a contractor. Choose the type that matches the actual flow of information in your situation.
Most commercial NDAs have durations of one to five years. Standard freelance NDAs typically run for two to three years from the date of signing or from the date of disclosure. For trade secrets that do not expire, some NDAs include perpetual confidentiality clauses for specifically defined information, combined with a fixed term for general confidential information. The NDA generator includes a duration field where you specify the term in years.
A signed NDA based on a well-drafted template is generally enforceable in most jurisdictions when it meets the requirements of a valid contract: offer, acceptance, and consideration (the mutual exchange of the agreement itself constitutes consideration). The specific enforceability, available remedies, and jurisdictional requirements vary. For NDAs covering significant trade secrets or large financial exposure, having an attorney review and tailor the document to your jurisdiction is recommended.