What is an NDA?
A non-disclosure agreement, also called a confidentiality agreement, is a contract in which one or both parties promise to keep certain information secret and to use it only for an agreed purpose.
Mutual vs one-way NDA
- Mutual NDA. Both parties will share confidential information, so both are bound in the same way.
- One-way NDA. Only one party discloses. The other party, often a contractor, consultant, employee or potential investor, promises to protect it. The generator labels the parties Disclosing Party and Receiving Party.
The key clauses, in plain English
- Definition of confidential information. Broad wording covers anything a reasonable person would treat as secret. Narrow wording covers only information marked confidential, which is easier to manage but easier to get wrong.
- Exclusions. Information that was already known, is public, was developed independently or came from someone else is not covered.
- Obligations. Use the information only for the purpose, share it only with people who need to know, and protect it with reasonable care.
- Term. How long the agreement runs and how long secrecy lasts after it ends. Two to five years is typical. Trade secrets can be protected for as long as they stay secret.
- Governing law. Which state's law applies and where disputes go. Pick the state where you are based or where the work happens.
- Remedies. Lets the owner of the information ask a court to stop a leak quickly, not just claim money afterwards.
If an individual employee or contractor signs, keep the Defend Trade Secrets Act notice switched on. Under federal law, employers who leave it out of agreements with employees and contractors can lose the right to some damages in a trade secret case.
How to use this NDA generator
- Pick mutual or one-way and enter both parties' legal names, entity types and addresses.
- Describe the purpose in one specific sentence.
- Choose the term, how long secrecy lasts and the governing law state.
- Download the PDF to sign, or the Word file to edit, and have a lawyer review it.
When an NDA is not enough
An NDA protects information, not the work itself. If someone will build something for you, you also need a services agreement that covers payment and who owns the result: start with the freelance contract generator. If you run a website or app, publish clear terms with the terms and conditions generator. Legal teams can see how AI fits into contract work on Claude for lawyers, and more free tools are in the free generators hub.
FAQ
Is this NDA generator free?
Yes. There is no sign-up and no limit. The agreement, the PDF and the Word file are built in your browser, so the names and details you type are not sent to our servers.
Is a free NDA template legally binding?
An NDA can be binding when both parties sign it and its terms are reasonable. Enforceability depends on your state, the facts and the wording. This tool gives you a general template, not legal advice, so have a licensed attorney review it before you sign.
Should I use a mutual or a one-way NDA?
Use a one-way NDA when only you share confidential information, for example with a contractor. Use a mutual NDA when both sides will share, as in partnerships or merger talks. Mutual NDAs are often signed faster because they feel balanced.
How long should an NDA last?
Most business NDAs run for one to three years, with secrecy lasting two to five years after the agreement ends. Trade secrets such as source code or formulas can be protected for as long as they remain secret.
Can I edit the NDA after I download it?
Yes. Download the Word (.docx) file and edit it in Microsoft Word, Google Docs or Pages, or change the form and download again. Your last draft is saved in this browser so you can come back to it.