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NDA generator

Draft a one-way or mutual non-disclosure agreement with the parties, what counts as confidential, the standard exclusions, how long it lasts and a governing law you choose. A template, not legal advice.

This is a template assembled from the answers you gave. It is information, not legal advice, and no lawyer has reviewed it. Laws differ by country, state and industry, and requirements that apply to you may be missing from it. Have it reviewed by a qualified lawyer for your own jurisdiction and circumstances before you rely on it.

Which way does it run

Street, city, postcode, country — plus a tax number, email or phone if the document needs one.

Street, city, postcode, country — plus a tax number, email or phone if the document needs one.

From the effective date.

The purpose limits what the information may be used for, so it is worth being specific: 'evaluating a possible supply agreement', not 'business'.

One per line, added to the general definition. Pricing, source code, customer lists, product plans — whatever is actually being handed over.

The country or state whose law governs, and where disputes are heard. Nothing is assumed — empty prints as a visible gap.

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How to use it

  1. Choose one-way or mutual.
  2. Fill in both parties and what they are discussing.
  3. Describe what counts as confidential and how long confidentiality lasts.
  4. Type the governing law, then save it as a PDF to sign.

A template, not legal advice

This is a template assembled from the answers you gave. It is information, not legal advice, and no lawyer has reviewed it. Laws differ by country, state and industry, and requirements that apply to you may be missing from it. Have it reviewed by a qualified lawyer for your own jurisdiction and circumstances before you rely on it.

One-way or mutual

A one-way NDA binds the side receiving the information: the usual shape when you are showing a contractor your systems or a supplier your designs. A mutual one binds both, which is what you want the moment the conversation involves each side describing what it does — a partnership discussion, an acquisition, two companies scoping an integration. Choosing mutual when only one side actually discloses costs nothing; choosing one-way when both do leaves one of you unprotected.

The carve-outs are not optional

Four kinds of information sit outside every workable NDA: what is already public, what the receiving side already knew without a duty of confidence, what it develops independently, and what it gets from somebody else who was free to pass it on. They are in this document whatever you tick, because an agreement that tries to cover all four is the kind a court reads unkindly — and because without them an ordinary recipient is in breach for knowing something they already knew.

The same goes for disclosure required by law. A court order outranks your agreement; what the agreement can usefully do is require notice first, where notice is legally permitted, and limit the disclosure to what was actually demanded.

The term, and what it really means

The period you set runs from the effective date and survives the discussion ending. Two to five years is common for commercial information. Whether a given term holds up, and what remedies a breach actually gets you, are matters for the governing law you name — which is the other box this asks about and does not fill in for you.

Questions

Should my NDA be one-way or mutual?

One-way when only one side shares information, such as showing a contractor your systems. Mutual when both sides do, such as a partnership discussion. If in doubt, mutual costs nothing.

What does an NDA usually not cover?

Information that is already public, that the recipient already knew, that it develops independently, or that it receives from someone free to share it. These exclusions are always included.

How long should an NDA last?

Two to five years is common for commercial information. Trade secrets may need longer. The period runs from the effective date.

Can an NDA stop disclosure ordered by a court?

No. It can require notice first where that is legally allowed, and limit what is disclosed to what was demanded.