Free NDA Template
Protect your confidential information with a professional non-disclosure agreement. Download, customize, and send for signature.
A non-disclosure agreement creates a legal obligation to keep sensitive information private. Whether you're sharing business plans with investors, discussing a potential partnership, or hiring contractors who'll access proprietary systems, an NDA establishes clear ground rules before confidential information changes hands.
What is a Non-Disclosure Agreement?
When to Use an NDA
An NDA makes sense whenever you need to share information that could harm your business if it became public or reached competitors.
- Pitching to investors who will see your financials, business model, and growth strategy
- Interviewing candidates for roles that involve access to sensitive systems or data
- Discussing a potential partnership, acquisition, or joint venture with another company
- Hiring freelancers or contractors who will work with proprietary technology or processes
- Sharing product prototypes or designs with manufacturers for quoting
- Collaborating with marketing agencies on unreleased campaigns or strategies
- Conducting due diligence before a merger or business sale
Types of NDAs
NDAs come in different flavors depending on who needs protection and how information flows.
One-Way (Unilateral) NDA
One party shares confidential information, the other promises to keep it secret. Common when hiring employees, working with vendors, or pitching to investors. The disclosing party sets the terms.
Mutual (Bilateral) NDA
Both parties share sensitive information with each other. Used in partnership discussions, joint ventures, or M&A talks where both sides reveal proprietary details. Obligations flow both ways.
Multilateral NDA
Three or more parties share information under one agreement. Saves time versus signing multiple bilateral NDAs. Common in complex business deals with multiple stakeholders.
Preview: Non-Disclosure Agreement (NDA)
Non-Disclosure Agreement (NDA)
Parties and Definitions
Clearly identify who is disclosing information and who is receiving it. Define key terms used throughout the agreement to prevent ambiguity later.
Definition of Confidential Information
Specify exactly what information is protected—trade secrets, financials, customer data, technical specs. Be specific enough to be enforceable but broad enough to cover what matters.
Exclusions
List what isn't considered confidential: publicly available information, things the recipient already knew, information received from third parties, or anything independently developed.
Obligations of the Receiving Party
Detail what the recipient must do—keep information secure, limit who can access it, use it only for the stated purpose, and not disclose it without permission.
Term and Duration
How long does the NDA last? How long must confidentiality be maintained after it ends? Trade secrets often require indefinite protection while project-specific info might need only 2-3 years.
+ 3 more sections
What to Include in Your NDA
A solid NDA covers the essentials without drowning in legalese. Here are the sections that matter.
Parties and Definitions
Clearly identify who is disclosing information and who is receiving it. Define key terms used throughout the agreement to prevent ambiguity later.
Definition of Confidential Information
Specify exactly what information is protected—trade secrets, financials, customer data, technical specs. Be specific enough to be enforceable but broad enough to cover what matters.
Exclusions
List what isn't considered confidential: publicly available information, things the recipient already knew, information received from third parties, or anything independently developed.
Obligations of the Receiving Party
Detail what the recipient must do—keep information secure, limit who can access it, use it only for the stated purpose, and not disclose it without permission.
Term and Duration
How long does the NDA last? How long must confidentiality be maintained after it ends? Trade secrets often require indefinite protection while project-specific info might need only 2-3 years.
Return or Destruction of Materials
What happens to confidential materials when the relationship ends? Require return of documents, deletion of digital files, and written confirmation of compliance.
Remedies for Breach
Outline the consequences of unauthorized disclosure, including the right to seek injunctive relief (court orders to stop further disclosure) and monetary damages.
Governing Law
Which jurisdiction's laws apply if there's a dispute? This determines where legal action can be taken and under what rules.
How to Use This NDA Template
Getting from template to signed agreement takes just a few steps.
- 1
Download the template and review all sections to understand what's included
- 2
Fill in the party information—names, addresses, and roles (disclosing vs. receiving)
- 3
Define the confidential information specific to your situation
- 4
Adjust the term length based on how long the information stays sensitive
- 5
Review exclusions to make sure they make sense for your use case
- 6
Have both parties review the final document before signing
- 7
Sign electronically or in person, keeping copies for everyone involved
Frequently Asked Questions
Is this NDA legally binding?
Yes. Once signed by both parties, an NDA is a legally enforceable contract. The agreement creates real obligations and potential liability for breach. That said, enforceability depends on reasonable terms—courts won't uphold NDAs that are overly broad or try to protect information that isn't actually confidential.
Should I use a one-way or mutual NDA?
It depends on information flow. If only you're sharing sensitive details (like with an employee or vendor), a one-way NDA works. If both parties will share proprietary information (like in a partnership discussion), use a mutual NDA. When in doubt, mutual NDAs are safer since they protect everyone.
How long should an NDA last?
Match the duration to how long the information stays valuable. Trade secrets might need indefinite protection. Product launch details might only need 6-12 months. Business strategies typically warrant 2-5 years. Consider both the agreement term (how long you'll share information) and the confidentiality period (how long it must stay secret after).
Can I modify this template?
Absolutely. This template provides a solid foundation, but you should customize it for your specific situation. Add or remove sections as needed, adjust the definition of confidential information, and modify terms to match your requirements. For high-stakes situations, consider having a lawyer review your customizations.
What happens if someone breaks the NDA?
You can pursue legal remedies including injunctive relief (a court order to stop further disclosure) and monetary damages for any losses caused. The NDA itself should specify available remedies. Document any breach carefully—you'll need evidence if you end up in court.
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