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Free NDA Generator

Create legally-sound non-disclosure agreements (NDAs) in minutes with our free NDA generator. Whether you're protecting trade secrets during business negotiations, hiring employees who will access sensitive information, engaging consultants, or exploring partnerships and mergers, an NDA is your first line of defense against confidential information leaks. Our tool helps you generate professional, customizable NDAs that protect your intellectual property, customer lists, financial data, and other proprietary information. Simply choose between mutual (two-way) or unilateral (one-way) agreements, specify the parties involved, define what information needs protection, and download your ready-to-sign NDA instantly. No legal expertise required, no signup, and no hidden fees.

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Confidential Information Definition

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NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the "Agreement") is entered into as of 2025-12-30 (the "Effective Date") by and between: Your Company Name (the "Disclosing Party") and Recipient Company Name (the "Receiving Party") WHEREAS, the Disclosing Party possesses certain confidential and proprietary information and, the Receiving Party may be exposed to or receive confidential and proprietary information of the Disclosing Party (the "Confidential Information") for the purpose of business negotiations; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. DEFINITION OF CONFIDENTIAL INFORMATION For purposes of this Agreement, "Confidential Information" means any and all information or data, in any form or medium, that is disclosed by the Disclosing Party to the Receiving Party, including but not limited to: trade secrets, financial information, customer lists, business strategies, and technical data. 2. OBLIGATIONS OF RECEIVING PARTY The Receiving Party agrees to: a) Hold and maintain the Confidential Information in strict confidence using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; b) Not disclose the Confidential Information to any third parties except to its employees, contractors, or advisors who have a legitimate need to know and who have been informed of the confidential nature of such information; c) Not use the Confidential Information for any purpose other than business negotiations; d) Not reverse engineer, disassemble, or decompile any prototypes, software, or other tangible objects that embody the Confidential Information. 3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION The obligations set forth in Section 2 shall not apply to any Confidential Information that: a) Was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; b) Becomes publicly known and made generally available after disclosure by the Disclosing Party through no action or inaction of the Receiving Party; c) Is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party's files and records immediately prior to the time of disclosure; d) Is obtained by the Receiving Party from a third party without a breach of such third party's obligations of confidentiality; e) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. 4. TERM This Agreement shall commence on the Effective Date and shall continue for a period of 2 years from the date of disclosure of any Confidential Information, unless earlier terminated by either Party upon thirty (30) days' written notice to the other Party. The obligations of confidentiality and non-use set forth herein shall survive the termination of this Agreement and shall continue for 2 years from the date of disclosure of the applicable Confidential Information. 5. RETURN OF MATERIALS Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all documents, materials, and other tangible items containing or representing Confidential Information and all copies thereof, or certify in writing the destruction of such materials. 6. NO LICENSE Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trade secret, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein. 7. NO WARRANTY ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION. 8. REMEDIES The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of this Agreement, in addition to all other remedies available at law or in equity. 9. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. 10. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter. 11. AMENDMENTS This Agreement may not be amended, modified, or waived except by a written instrument signed by both Parties. 12. SEVERABILITY If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the Effective Date. Your Company Name (Disclosing Party) Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________ Recipient Company Name (Receiving Party) Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________ Generated with UtilHQ.com - Free NDA Generator
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Pro Tip: While this NDA template is comprehensive, it's always recommended to have a lawyer review any legal agreement before signing, especially for high-value transactions or sensitive intellectual property. State laws vary, and specific situations may require additional clauses.

Mutual vs Unilateral NDAs: Which Do You Need?

Understanding the difference between mutual and unilateral NDAs is crucial for selecting the right protection for your situation:

Unilateral (One-Way) NDAs:

  • When to use: When only one party is sharing confidential information. Common in employer-employee relationships, vendor agreements, or when pitching ideas to investors.
  • How it works: The Disclosing Party shares confidential information with the Receiving Party, who agrees not to disclose or use it for unauthorized purposes.
  • Example: A startup founder sharing their business plan with a potential investor, or a company sharing customer data with a marketing contractor.

Mutual (Two-Way) NDAs:

  • When to use: When both parties will be sharing confidential information. Common in joint ventures, mergers and acquisitions, or strategic partnerships.
  • How it works: Both parties agree to protect each other's confidential information. Each party is simultaneously a Disclosing Party and a Receiving Party.
  • Example: Two companies exploring a merger, or technology companies considering a licensing partnership where both share proprietary code.

If you're unsure which to choose, err on the side of mutual. It provides balanced protection and is often more palatable to sophisticated business parties who may be wary of one-sided agreements.

Key Clauses Explained: Understanding Your NDA

An effective NDA contains several critical clauses that work together to protect confidential information:

1. Definition of Confidential Information:

This clause specifies exactly what information is protected. Be specific but comprehensive. Common categories include trade secrets, financial information, customer lists, business strategies, technical data, marketing plans, and proprietary software. Overly vague definitions may be unenforceable, while overly narrow ones leave gaps in protection.

2. Obligations of the Receiving Party:

This section outlines what the Receiving Party must do (keep information confidential, use reasonable care) and must not do (disclose to third parties, use for unauthorized purposes). It typically requires the same level of care the Receiving Party uses for their own confidential information, with a minimum standard of "reasonable care."

3. Exclusions:

Not all information can be protected. Standard exclusions include information that was already public, becomes public through no fault of the Receiving Party, was already known by the Receiving Party, is received from a third party without breach, or is independently developed. These exclusions are legally necessary and industry-standard.

4. Term and Duration:

How long must the Receiving Party keep information confidential? Common durations are 2-5 years from the date of disclosure. Trade secrets may require longer or perpetual protection. Consider the nature of your information—rapidly changing tech might need shorter terms, while fundamental business processes might need longer.

5. Return of Materials:

Upon termination or request, the Receiving Party must return or destroy all confidential materials. This prevents continued access after the relationship ends.

6. Remedies:

NDAs typically specify that breach causes "irreparable harm" for which money damages are inadequate, justifying injunctive relief (court orders to stop the breach). This is crucial because proving financial damages from information leaks can be difficult.

When NDAs Are Enforceable (And When They're Not)

An NDA is only as good as its enforceability. Understanding the limits helps you craft agreements that will hold up if challenged:

NDAs are generally enforceable when:

  • Information is genuinely confidential: You can't protect information that's already public or easily discoverable. You must take reasonable steps to maintain secrecy (like marking documents "Confidential").
  • The scope is reasonable: Courts reject overly broad NDAs that try to protect everything. Be specific about what needs protection and why.
  • The duration is reasonable: Perpetual NDAs for routine business information are likely unenforceable. Match the duration to the information's shelf life.
  • Both parties receive consideration: There must be something of value exchanged. In employment contexts, continued employment or a job offer counts. In business deals, access to each other's confidential information is sufficient.
  • It doesn't violate public policy: NDAs can't be used to cover up illegal activity, harassment, or discrimination. Recent laws in many states specifically prohibit NDAs that silence victims of workplace misconduct.

NDAs may be unenforceable when:

  • Signed under duress: Forcing someone to sign without time to review or consult a lawyer can invalidate an NDA.
  • No legitimate business interest: You can't use NDAs to prevent competition or employee mobility beyond what's necessary to protect actual trade secrets.
  • Conflicts with state law: Some states (like California) strongly disfavor non-compete clauses and narrowly interpret confidentiality provisions. Federal laws like the Defend Trade Secrets Act and state Uniform Trade Secrets Acts provide statutory protection that may supersede or supplement NDA terms.

The bottom line: An NDA protects genuinely confidential business information shared for a legitimate purpose, for a reasonable time period. Trying to overreach usually backfires in court.

Best Practices for Using NDAs in Business

Having an NDA is just the first step. Using it effectively requires strategic thinking:

Before You Share:

  • Execute the NDA first: Never share confidential information before the NDA is signed. Once information is disclosed, you can't un-ring that bell.
  • Mark documents clearly: Label confidential materials as "Confidential," "Proprietary," or "Trade Secret." This creates evidence that you treated the information as confidential.
  • Limit access: Only share confidential information with people who genuinely need to know. The NDA should require the Receiving Party to similarly limit internal distribution.

During the Relationship:

  • Track disclosures: Maintain a log of what information was shared and when. This documentation is critical if you later need to prove a breach.
  • Remind parties of obligations: Periodically remind the Receiving Party of their confidentiality obligations, especially when sharing particularly sensitive information.
  • Monitor compliance: Watch for signs that confidential information may be leaking. Early detection allows you to stop breaches before significant harm occurs.

After the Relationship Ends:

  • Request return of materials: Send a formal written request for return or destruction of all confidential materials. Keep proof of this request.
  • Maintain the NDA: Don't assume the NDA expires when the business relationship ends. The confidentiality obligations survive termination for the duration specified in the agreement.

Industry-Specific Considerations:

Tech companies should address source code, algorithms, and technical specifications. Healthcare and financial services companies must comply with HIPAA, GLBA, and other regulatory requirements that may impose stricter standards than a standard NDA. Government contractors may need NDAs that reference specific classification levels and handling requirements.

Frequently Asked Questions

Can I write my own NDA, or do I need a lawyer?
You can create your own NDA using our generator for most routine business situations. Our template includes standard clauses that are widely used and generally enforceable. However, you should consult a lawyer for high-value transactions (over $100,000), complex technology licensing, mergers and acquisitions, situations involving highly sensitive trade secrets, or if you're in a regulated industry like healthcare or finance. A lawyer can customize the NDA to your specific situation and ensure compliance with state-specific requirements.
How long should an NDA last?
The appropriate duration depends on the nature of your confidential information. For most business purposes, 2-3 years is reasonable and enforceable. Technology information that becomes obsolete quickly might warrant 1-2 years. Fundamental trade secrets (like the Coca-Cola formula) might justify 5 years or perpetual protection. Courts are skeptical of perpetual NDAs for routine business information. Remember, the duration starts from the date of each disclosure, not the signing of the NDA. If you disclose information in Year 2 of a 3-year NDA, that specific information is protected for 3 years from its disclosure date.
What happens if someone breaks an NDA?
If someone breaches an NDA, you have several legal remedies. First, you can seek an injunction—a court order requiring them to stop disclosing or using your confidential information. Because information can't be "un-leaked," injunctions are often more valuable than money damages. Second, you can sue for monetary damages, including actual losses (lost profits, decreased company value) and any profits the breaching party gained from misusing your information. Third, if the NDA includes an attorneys' fees clause, you may recover your legal costs. Some NDAs include liquidated damages—a pre-agreed amount for breach. For particularly egregious cases involving trade secrets, criminal prosecution is possible under the Economic Espionage Act. The key is to act quickly when you discover a breach—delays can waive your rights.
Do NDAs need to be notarized to be valid?
No, NDAs do not need to be notarized to be legally valid and enforceable. A simple signature from each party is sufficient in most cases. Notarization adds an extra layer of authentication by having a notary public verify the identities of the signers, which can be helpful if someone later claims they didn't sign the agreement or signed under a false identity. Notarization is more common for high-stakes agreements or in industries where document fraud is a concern. However, the vast majority of business NDAs are executed with simple signatures. Electronic signatures (via DocuSign, Adobe Sign, etc.) are also legally valid under the ESIGN Act and state UETA laws, and are widely accepted in business.
Can an NDA prevent me from working for a competitor?
An NDA itself cannot prevent you from working for a competitor—that's the function of a non-compete agreement, which is a separate type of contract. However, an NDA can restrict what you do at a competitor. You cannot bring or use your former employer's confidential information, trade secrets, customer lists, or proprietary processes at your new job. You also cannot disclose that information to your new employer. This distinction is important: NDAs protect information, while non-competes restrict where you can work. Many states (notably California) refuse to enforce non-compete agreements but will enforce NDAs. If you're subject to an NDA and considering a job with a competitor, consult an employment lawyer to understand what you can and cannot do in your new role.
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Legal Disclaimer

This tool generates templates for informational purposes only and does NOT constitute legal advice. The documents generated are generic templates that may not comply with laws in your jurisdiction. Always consult a qualified attorney before using any legal document for business or personal purposes. We are not responsible for any legal consequences resulting from the use of these templates.