Free NDA Generator

A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legally binding contract that establishes a confidential relationship between the parties. The party (or parties) who sign the agreement promise not to disclose the defined confidential information to third parties outside the scope and purposes specified in the document.

NDAs come in two primary forms. A mutual (bilateral) NDA is used when both parties will be sharing confidential information with each other — common in business partnership discussions, joint ventures, or merger and acquisition negotiations. A one-way (unilateral) NDA is used when only one party is disclosing confidential information to another — typical when engaging a contractor, consultant, or employee who will have access to proprietary business information.

Common uses for NDAs include: protecting trade secrets and proprietary processes when negotiating with potential partners or investors; engaging contractors, employees, or consultants who will have access to sensitive business information; sharing technical specifications or source code during software development partnerships; and protecting confidential customer or patient data in professional service relationships. Privacy policy requirements for websites and applications are a related but distinct legal concept — online businesses that collect user data must maintain separate privacy policies that comply with applicable data protection laws.

1. Select whether the NDA is Mutual (both parties share) or One-Way (only one party discloses).
2. Choose the agreement duration — how long the confidentiality obligation lasts.
3. Enter the disclosing party's name/company and title/role.
4. Enter the receiving party's name/company and title/role.
5. Describe the confidential information to be protected (or leave blank for a broad default description).
6. Specify the purpose of the disclosure and the governing state's law.
7. Click "Generate NDA" to produce the template document, then copy or download it.

A template NDA provides a starting point, but it may not adequately protect your specific confidential information without customization. The definition of "confidential information" is one of the most important provisions in any NDA — it should be precise enough to clearly identify what is protected while broad enough to cover related information that could be developed or derived from the disclosed material.

NDAs typically include carve-outs for information that is already publicly available, information the receiving party knew independently before disclosure, information received from a third party without restriction, and information required to be disclosed by law or court order. Without these standard exceptions, an NDA can be challenged as overbroad and unenforceable.

This NDA generator produces a basic template for general informational and educational purposes only. It does not constitute legal advice and does not create an attorney-client relationship. Contract enforceability depends on applicable state law, the specific circumstances of your situation, and how well the document is tailored to your needs. For confidential information of significant value — trade secrets, proprietary technology, customer databases — always consult a qualified attorney to draft or review your NDA before signing or sharing it with any third party.