Free NDA Generator
Most of an NDA is standard, and yet most free templates leave out the clauses that actually do the work when a relationship sours. This generator produces a complete mutual or one-way agreement built around them: a definition of confidential information that does not depend on someone stamping every page "Confidential", the four standard exclusions that keep the agreement from being absurd, a compelled-disclosure carve-out, a no-licence clause, and — the distinction templates most often fudge — separate periods for how long the agreement runs and how long the duty of confidence survives after it ends. The optional clauses are choices, not decoration: a residuals clause favours whoever receives information, a non-solicit clause favours whoever discloses it, and the tool warns you when a choice collides with the law of the state you pick. Fill in the parties and purpose, read the generated draft, and take it to a lawyer for a final pass if what it protects genuinely matters.
Legal name as it should appear in the contract.
A narrow purpose protects you. 'Any business purpose' protects nobody.
How long the agreement itself runs.
How long confidentiality outlives the agreement.
Fill in: Disclosing party name, Receiving party name — the document shows [PLACEHOLDERS] until you do.
NON-DISCLOSURE AGREEMENT (ONE-WAY)
This Non-Disclosure Agreement (the "Agreement") is made effective as of [DATE] (the "Effective Date") between:
• [DISCLOSING PARTY] ("Party A"), and
• [RECEIVING PARTY] ("Party B").
Party A is the "Discloser" and Party B is the "Recipient".
The Discloser wishes to explore a business relationship with the Recipient concerning [DESCRIBE THE PURPOSE] (the "Purpose"). In connection with the Purpose, the Discloser may disclose Confidential Information to the Recipient, and the Recipient agrees to protect it on the terms of this Agreement.
1. Definition of Confidential Information
"Confidential Information" means any non-public information the Discloser discloses to the Recipient, whether before or after the Effective Date, in any form — written, oral, electronic or visual — and whether or not marked "Confidential", that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes business plans, financial data, pricing, customer and supplier lists, product roadmaps, source code, designs, research, know-how, and the existence and terms of this Agreement.
2. Standard exclusions
Confidential Information does not include information the Recipient can demonstrate: (a) is or becomes public through no breach of this Agreement; (b) the Recipient already lawfully knew before it was disclosed; (c) the Recipient lawfully receives from a third party who owes no duty of confidentiality; or (d) the Recipient develops independently without using or referring to the Confidential Information. A blending of Confidential Information with independently developed material does not make the blend non-confidential.
3. Obligations of the Receiving Party
The Recipient will: (a) keep the Confidential Information in strict confidence and protect it with at least the same care it applies to its own confidential information, and no less than reasonable care; (b) use it only to advance the Purpose and for no other benefit; (c) limit access to employees, affiliates and professional advisers who genuinely need it for the Purpose and who are bound by written obligations at least as protective as this Agreement; (d) remain responsible for any breach by a person or entity it permits to access the information; and (e) notify the Discloser promptly in writing upon becoming aware of any unauthorized use or disclosure.
4. Compelled disclosure
If law, regulation or a court order compels disclosure of Confidential Information, the Receiving Party may disclose the portion legally required, provided that where lawful it gives the Discloser prompt written notice and reasonable cooperation so the Discloser can seek a protective order or confidential treatment before disclosure.
5. No licence; no obligation to proceed
Nothing in this Agreement transfers any intellectual-property right or grants any licence, by implication or otherwise. Confidential Information is provided "as is"; the Discloser makes no warranty of its accuracy or completeness. Disclosing or receiving Confidential Information does not obligate either party to enter into any further agreement or to refrain from developing products independently.
6. Return or destruction of materials
On the Discloser's written request, the Receiving Party will promptly return or destroy all materials embodying Confidential Information and, on request, confirm that it has done so in writing. Records retained by automatic backup systems, and records whose retention is required by law, are exempt until deleted in the ordinary course.
7. Term and survival
This Agreement begins on the Effective Date and continues for 2 years, unless both parties end it earlier in writing. The confidentiality obligations survive for 3 years after the Agreement ends or the relevant information is disclosed, whichever is later. Ending the Agreement does not end the duty of confidence.
8. Remedies
Breach of this Agreement may cause irreparable harm for which damages alone are an inadequate remedy. The parties agree that injunctive relief, in addition to all other remedies available at law or in equity, is an appropriate means of protecting Confidential Information.
9. Governing law
This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules.
10. General
This Agreement is the entire agreement between the parties on its subject matter and supersedes earlier discussions on that subject. Amendments must be in writing and signed by both parties. Failure to enforce any term is not a waiver of it. If a court strikes any term, the remainder continues in force. Neither party may assign this Agreement without the other party's written consent.
Signed for the parties:
[DISCLOSING PARTY] [RECEIVING PARTY]
Signature: ______________________ Signature: ______________________
Name: ______________________ Name: ______________________
Title: ______________________ Title: ______________________
Date: ______________________ Date: ______________________A solid starting draft, not legal advice. Have a lawyer review any agreement that protects something you would genuinely hate to lose — and remember that a trade secret only stays protected if you also treat it like one.
How to use NDA Generator
- 1
Pick one-way or mutual
One-way protects a single discloser — a founder pitching, a client handing data to a freelancer. Mutual fits two companies both sharing information.
- 2
Name the parties, purpose and periods
Use legal names, keep the purpose narrow, and set the term and the survival period separately — two years running with three years of survival is a common shape.
- 3
Choose the optional clauses deliberately
Add non-solicit, residuals or return-of-materials depending on which side you are on, then copy the draft and have it reviewed before anything valuable changes hands.
Why use this tool
- Mutual and one-way agreements with genuinely different wording
- Term and survival period set separately — the clause templates fudge
- Standard exclusions, compelled disclosure and no-licence clauses included
- Optional non-solicit, residuals and return-of-materials clauses
- Flags conflicts such as a non-solicit under California law
- Runs entirely in your browser — party names are never uploaded
Frequently asked questions
- Should I use a mutual or a one-way NDA?
- Use one-way when only one side is disclosing anything worth protecting — a founder describing a product to a potential contractor, or an agency handing a freelancer its client's material. Use mutual when both sides will genuinely disclose. Signing a mutual NDA when only you disclose quietly gives the other side rights to your information and obligations you never needed.
- How long should an NDA last?
- Two questions hide in that one. The agreement itself usually runs two to five years. The confidentiality obligations should outlive it — commonly three to five years after the agreement ends, and for genuine trade secrets, for as long as the information stays a trade secret. Templates that use one number for both quietly cut protection short.
- Are free NDA templates enforceable?
- A well-drafted NDA is enforceable in the same way a lawyer-drafted one is — courts read the words, not the price. What gets free templates into trouble is what they omit: without standard exclusions a recipient could claim your public press release is confidential, and without a survival clause the duty ends when the contract does. This generator includes the clauses that matter; a lawyer adds judgement about your specific deal.
- What are the standard exclusions?
- Information that is or becomes public through no breach; information the recipient already lawfully knew; information lawfully received from a third party who owes no confidentiality; and information the recipient develops independently without reference to yours. Exclusions cut both ways: without them the discloser's obligations become absurd, and without them a recipient can be blamed for knowing things everyone knows.
- What is a residuals clause?
- It lets the receiving side keep and reuse whatever stayed in the unaided memory of its people after the project ends — general techniques and know-how, not documents. Engineers and agencies often ask for it; disclosers often strike it, because "what stayed in memory" is exactly where competitive value lives. Decide deliberately which side you are on; this generator can add it or leave it out.
- Does an NDA protect my trade secrets?
- It helps, but it is not the whole job. Trade-secret status under laws like the Defend Trade Secrets Act requires you to take reasonable measures to keep the information secret — restricting access, marking documents, requiring NDAs before disclosure. An NDA is one of those measures, not a substitute for the others. Disclose broadly without precautions and the secret can be lost regardless of what the contract says.
- Is the generated NDA legal advice?
- No. It is a well-structured starting draft that covers the clauses these agreements usually need. Whether it fits your situation — particularly for high-value information, employees, or cross-border deals — is a question for a lawyer admitted where the agreement will operate.
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