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NDA Template

Type straight into a non-disclosure agreement before you share a business idea, plans or code: mutual or one-way, with the term and governing state you choose, and signature blocks for both sides.

Updated by Khokhar Sab

What is an NDA?

A non-disclosure agreement is a contract in which one or both parties promise to keep shared information confidential and to use it only for an agreed purpose. People use one before talks about a partnership, an investment, a hire or a sale, so ideas and figures can be shared openly. It also lists what does not count as confidential.

This template's clauses: Purpose, Confidential Information, What is not confidential, Duties of the Receiving Party, Disclosure required by law, Term, Return or destruction, No license or obligation, Remedies, General.

Mutual or one-way NDA: which do I need?

Use a mutual NDA when both sides will share sensitive information, such as two companies exploring a joint project. Use a one-way NDA when only one side shares, such as a founder showing plans to a contractor or a possible buyer. The template changes its wording to name the Disclosing Party and the Receiving Party for a one-way agreement.

How do I fill out an NDA?

Pick a starting point, such as employee, contractor or investor, then type each party's legal name and who signs. Describe the purpose of sharing, set the term in years and how long confidentiality lasts after it ends, and pick the governing state. Download the PDF or Word file and have both parties sign and date it.

  1. Pick mutual or one-way.
  2. Type Party A and Party B into the opening of the agreement.
  3. Describe the purpose and set the term.
  4. Choose the governing state and any notice.
  5. Download, then both parties sign.

What is the whistleblower immunity notice?

Federal law, at 18 U.S.C. 1833(b), protects people who disclose a trade secret in confidence to a government official or a lawyer to report a suspected violation of law, or under seal in a court filing. Employers are told to give notice of this immunity in agreements with employees and contractors about confidential information. Tick the box to add it.

Can an NDA stop someone reporting sexual harassment?

No, not one signed before the dispute. The federal Speak Out Act of 2022 makes nondisclosure and nondisparagement clauses agreed to before a sexual assault or sexual harassment dispute arises unenforceable in court for that dispute. States can enforce their own rules if they protect people at least as much. This template has no clause that tries to.

What does each clause in an NDA mean?

The template's clauses in plain words, in the order they print:

  • Purpose: why the information is shared. The other side may use it for that and nothing else.
  • Confidential Information: what is protected: non-public business, technical or financial details, marked confidential or plainly sensitive.
  • What is not confidential: the four usual exclusions: already public, already known, built independently, or received from someone free to share it.
  • Duties of the Receiving Party: use it only for the purpose, protect it with reasonable care, and share it only with people who need it and are bound to keep it secret.
  • Disclosure required by law: a court order or subpoena overrides the NDA, with notice to the owner first where the law allows.
  • Term: how long information shared counts, and how long the duty to keep it secret lasts after that. Trade secrets stay protected while they remain secret.
  • Return or destruction: copies come back or are destroyed when asked or when the agreement ends.
  • No license or obligation: sharing gives no ownership or rights, and nobody has to do a deal.
  • Remedies: the owner can ask a court to stop a leak (an injunction), not only to award money.
  • General: which state's law applies, that this is the whole agreement, and that it can be signed electronically.

Limits

  • Not legal advice. Contract law differs by state and by deal; have a lawyer review important agreements.
  • General clauses. No non-compete or non-solicit terms are built in; add your own in Other terms if they are allowed where you are.
  • Signing is on paper or PDF. There is no e-signature audit trail.

Frequently asked questions

Is it free?

Yes, including the editable Word file, with no sign-up.

Can I edit the clauses?

Download the Word file and edit any clause there, or add terms in Other terms.

How long should an NDA last?

There is no single standard; agree it with the other side. The template starts at two years of coverage and three years of confidentiality after.

Can both parties sign the PDF?

Yes. Each can sign with Sign PDF.

How this tool was built and tested