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Non-Disclosure Agreement (NDA)

Free NDA Template — Generate a Non-Disclosure Agreement in Minutes

Protect confidential information shared between two parties. Answer a few questions, get a mutual or one-way NDA ready to review — no account needed to try it.

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~3 min · 8 short questions · AI-generated documents are not legal advice.

What Is an NDA?

A Non-Disclosure Agreement (NDA) is a contract that protects confidential information shared between two parties — trade secrets, business plans, client lists, or anything else you don't want repeated outside the relationship. NDAs can be mutual (both sides share confidential info) or one-way (only one side is disclosing), and typically define what counts as confidential, how long the obligation lasts, and what happens if it's breached.

When You Need an NDA

  • Before sharing a business idea, pitch deck, or financial details with a potential investor or partner
  • Before a contractor or freelancer starts work and will see confidential systems or client data
  • Before exploring a partnership, acquisition, or joint venture with another company
  • Before hiring an employee who will have access to trade secrets or proprietary processes

What's Included

  • Definition of Confidential Information
  • Obligations of the Receiving Party
  • Exclusions from Confidential Information
  • Term & duration of confidentiality
  • Return or destruction of materials
  • Remedies (injunctive relief)
  • Optional non-solicitation clause
  • State-specific guidance where non-competes are void (CA, MN, ND, OK)

Glossary

Disclosing Party
The person or company sharing confidential information. In a mutual NDA, both sides are disclosing parties at different points.
Receiving Party
The person or company that receives confidential information and takes on the duty to keep it secret.
Confidential Information
Whatever the agreement defines as protected — usually anything with real business or competitive value, like a client list, a product roadmap, or a manufacturing process. Public information generally doesn't qualify.
Trade Secret
A specific legal category of confidential information (a formula, process, or method, for example) that derives value from not being generally known and that the owner has taken reasonable steps to protect.
Injunctive Relief
A court order stopping someone from doing something — here, from continuing to use or share information after breaching the NDA. It's the standard remedy NDAs point to because money damages alone often can't undo a leak.
Non-Solicitation Clause
An optional term barring one party from poaching the other's employees or clients during (and sometimes after) the relationship. Distinct from a non-compete, which restricts competing business activity outright.

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Frequently asked questions

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