Startup NDA Generator
Startups ask for NDAs in the wrong places. The first investor email does not need one — professional investors refuse as a norm, and the ask marks the founder as inexperienced. Where startups genuinely need agreements is quieter: the contractor who touches the codebase before IP assignment exists, the corporate partner evaluating a pilot, the acquirer's diligence team. Generate a mutual NDA below for those conversations.
The material point is that an NDA protects disclosure, not ideas. Nothing in a signed agreement stops someone from independently building what you described — protection for the thing itself comes from patents, copyright, trade-secret handling and speed. The sections below cover what to share at each stage so the NDA is guarding something worth guarding.
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.
Updates live as you edit the form.
MUTUAL NON-DISCLOSURE AGREEMENT
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").
Each is a "party" and together they are the "parties".
The parties wish to explore a business relationship concerning evaluating a potential collaboration between the parties (the "Purpose"). In connection with the Purpose, each party may disclose Confidential Information to the other, and each party agrees to protect the information disclosed by the other on the terms of this Agreement.
1. Definition of Confidential Information
"Confidential Information" means any non-public information a party discloses to the other, 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
A party that receives Confidential Information (the "Receiving Party") will: (a) keep it 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. Non-solicitation of employees
During the term of this Agreement and for twelve months afterwards, the Receiving Party will not knowingly solicit for employment any employee of the Discloser with whom it had material contact under this Agreement. A general public advertisement for employment that is not targeted at the Discloser's employees is not solicitation.
9. 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.
10. Governing law
This Agreement is governed by the laws of the State of [STATE], without regard to its conflict-of-laws rules.
11. 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.
Starting values are set for a typical startups scenario — change any field to match yours. Need the plain version? NDA Generator.
Why investors won't sign, and what to do instead
The refusal is structural, not personal. A fund sees hundreds of pitches a quarter across a portfolio; signing hundreds of NDAs creates conflict exposure it cannot manage, and evaluating ideas in the same space is literally the job. Experienced founders respond by staging information rather than fighting the norm:
- First conversation: the problem, the market, the traction. None of this needs protection — the value is in the evidence, not the concept.
- The deck: shared with a named firm. Investors self-police here harder than any NDA would, because a fund that leaks decks stops seeing deals.
- Technical depth: shared at diligence, where there is a term sheet on the table and leverage to ask for a mutual NDA — which at that stage is normal and granted.
- The one standing exception: a corporate venture arm or strategic partner in your exact space is a genuine conflict, and asking for a mutual NDA there is reasonable and understood.
What to protect at each stage
| Stage | Safe to share | Hold back until |
|---|---|---|
| Intro call | Problem, market, team, traction metrics | — nothing held back |
| Deck sharing | Business model, go-to-market, financials | — nothing held back |
| Technical deep-dive | Architecture decisions at a whiteboard level | Diligence / term sheet |
| Full diligence | Everything, under a mutual NDA | Term sheet signed |
| Pre-launch product | Live demos and unreleased builds | Customer or partner NDA |
Where startups actually need the NDA signed
- Contractors before equity or IP paperwork exists — the NDA is a stopgap until a proper contractor agreement with assignment arrives, not a substitute for one.
- Corporate pilots and partnerships, where both sides exchange real material and a mutual agreement is expected etiquette.
- M&A and diligence, where the buyer's team and advisers see everything and the mutual NDA is the first document signed, not the last.
- Co-founder conversations before incorporation — awkward but real: the person evaluating your idea is a stranger until the paperwork says otherwise.
- Hardware and mechanical products, where a prototype reveal cannot be "staged" the way software can and a provisional patent is the paired protection.
Frequently asked questions
- Should I ask an investor to sign an NDA before a pitch?
- Usually not. Institutional investors decline as a norm and the ask signals inexperience. Stage what you share instead: traction and market at first contact, technical depth only at diligence, where a mutual NDA is standard practice. The exception is a strategic or corporate investor in your exact space, where asking is understood.
- What protects my idea if investors won't sign an NDA?
- Not the conversation — other instruments. Patents protect inventions (file a provisional before any disclosure if the invention is the moat), copyright protects code you have written, trade-secret law protects what you keep genuinely secret, and speed protects the rest. An NDA binds a counterparty who saw your material; it never blocks independent development.
- When do startups actually need NDAs?
- More often on the operational side than the fundraise: contractors and agencies handling code or designs, corporate partners evaluating pilots, diligence processes, and pre-incorporation co-founder discussions. Those are the conversations where real material moves between strangers.
- Mutual or one-way for a startup?
- One-way when only the startup discloses — a contractor engagement, most pitch situations. Mutual when the exchange is real: a partnership where both sides share roadmaps and data, or diligence where the buyer discloses its intentions and financial capacity. Signing a mutual NDA when you disclose nothing donates rights you did not need to give.
- What if the other side already saw the material?
- An NDA signed after disclosure is weak — its obligations attach to what is disclosed afterwards, and courts dislike retroactive confidentiality. Our template's definition does reach disclosures before the effective date, which helps, but the clean sequence is sign first, disclose second. If the horse has left, document what was shown and when.
- Does a residuals clause matter for a startup?
- It matters most to the side receiving technical material. A residuals clause lets the recipient keep using whatever stays in unaided memory — which for a deep technical collaboration is a meaningful carve-out from the protection you thought you had. Startups disclosing their architecture should leave it out; consultancies receiving it often ask for it.