Free Non-Disclosure Agreement (NDA) Template & Online NDA Generator: Protect Trade Secrets and Business Confidentiality in the U.S.
Non-Disclosure Agreement (NDA) — Free Template & Generator to Prevent Trade Secret Leaks
Safeguard proprietary information with a legally sound Non-Disclosure Agreement (NDA). Use the free generator below to draft a customized NDA in minutes, then download a Word (.doc) copy. This guide also explains key clauses, state variations, and best practices to keep your confidential information safe.
Try It First: Free NDA (Non-Disclosure Agreement) Generator
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NDA Generator (U.S.)
Disclaimer: This free NDA template is for educational purposes and general information only and does not constitute legal advice. For complex transactions or state-specific rules, consult an attorney.
How to Use the NDA Generator (Step-by-Step)
- Choose NDA Type: Mutual when both sides disclose information; Unilateral when only one side discloses.
- Fill Key Fields: Parties, effective date, purpose, term in years, state law, venue/county, return/destroy deadline.
- Add optional clauses like non-solicitation or non-circumvention to protect talent and relationships.
- Click Generate NDA, review the output, then Copy or Download as Word for e-signature or printing.
- Store a signed copy in your contract repository and limit access per your information security policy.
What Is a Non-Disclosure Agreement (NDA)?
A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a contract that restricts how a receiving party may access, use, and share another party’s confidential information. NDAs are common for fundraising, M&A due diligence, vendor selection, product development, customer list access, APIs and source code reviews, and employee onboarding. When drafted and implemented correctly, an NDA helps protect trade secrets and preserves the value of proprietary know-how.
The goal is simple: clarify what is confidential, who may see it, how it can be used, how long secrecy lasts, and what happens if someone breaks the rules. An effective NDA shortens negotiations, sets expectations, and gives courts a familiar framework if enforcement becomes necessary. It also signals a culture of corporate compliance and risk management.
Mutual vs. Unilateral NDAs (Which One Should You Use?)
Mutual NDA
- Both parties disclose sensitive information.
- Typical in partnerships, joint ventures, or technology integrations.
- Perceived as fair and balanced; fewer negotiations over “who is discloser.”
Unilateral NDA
- Only one party shares confidential information.
- Common for employer-employee, contractor access, or vendor RFPs.
- Shorter and simpler; make sure roles are stated precisely.
| Aspect | Mutual NDA | Unilateral NDA |
|---|---|---|
| Disclosure Direction | Both parties | One party → the other |
| Negotiation Time | Moderate | Fast |
| Use Cases | Partnerships, co-development, M&A | Hiring, vendor access, demos |
| Perceived Fairness | Balanced | Favoring the discloser |
Key Clauses Every NDA Should Include
While formats vary, the following components show up in most enforceable NDAs. Use our generator’s fields to customize these for your situation.
| Clause | Why It Matters | Drafting Tip |
|---|---|---|
| Definition of Confidential Information | Sets scope: technical, financial, business plans, customers, code | Use examples; exclude public or independently developed info |
| Purpose / Permitted Use | Limits use to a specific project or evaluation | Be specific to avoid “function creep” |
| Disclosure Limitations | Need-to-know sharing with advisors under similar obligations | Require written acknowledgment or flow-down confidentiality |
| Term of Confidentiality | How long the duty lasts (e.g., 2–5 years; trade secrets often indefinite) | Set a realistic term; align with product lifecycle |
| Exclusions | Protects the recipient from unfair liability | Include public domain, prior knowledge, independent development |
| Return/Destroy | Ensures clean-up when talks end | Specify deadlines and permitted archival copies |
| Remedies & Injunctive Relief | Allows quick court orders to stop leaks | State that monetary damages may be inadequate |
| Governing Law & Venue | Predictability if disputes arise | Choose a convenient state/county |
| Non-Solicitation / Non-Circumvention (Optional) | Protects teams and business relationships | Tailor duration and scope to avoid overbreadth |
State Differences That Can Affect Your NDA
U.S. states generally enforce NDAs when reasonable, but attitudes toward restrictive covenants (e.g., non-compete, non-solicit) and whistleblower carve-outs differ. The table below provides directional guidance (not legal advice).
| State | General Approach | Notes | Practical Tip |
|---|---|---|---|
| California | Pro-employee on restrictive covenants | Non-competes largely void; confidentiality & trade secret laws strong | Emphasize trade secret protection; avoid broad non-competes |
| New York | Reasonableness test | Scrutinizes scope/duration; whistleblower protections apply | Tailor “need-to-know” and specify purpose clearly |
| Texas | Enforces reasonable restraints with consideration | Link confidentiality to legitimate business interests | Calibrate duration and geographic scope if adding non-solicit |
| Florida | Statutory support for reasonable covenants | Courts may blue-pencil overbroad language | Document harms and business justifications |
Trade Secrets vs. “Confidential Information”
Trade Secret
- Derives economic value from not being generally known.
- Reasonable efforts to maintain secrecy (access controls, labels).
- Protected under state law and Defend Trade Secrets Act (federal).
Confidential Information
- Broader category: includes financials, pricing, customer data, roadmaps.
- May not meet the legal test for trade secret, but still protected by contract.
- Define it clearly to avoid fights over scope.
Common NDA Mistakes (and How to Avoid Them)
- Overbroad definitions that attempt to cover everything without limits—courts dislike vagueness.
- No purpose limitation leads to accidental misuse; specify the project or evaluation.
- Unclear disclosure rules for affiliates, advisors, or subcontractors.
- No return/destroy plan post-deal; implement clean-up timelines.
- Ignoring privacy/security laws (e.g., personal data handling) that apply beyond the NDA.
Real-World Scenarios Where NDAs Matter
Enforceability Tips
- Mark confidential items when feasible and keep a disclosure log.
- Use reasonable durations (2–5 years for most information; longer or indefinite for trade secrets).
- Limit access to a need-to-know audience bound by confidentiality.
- Act fast if misappropriation is suspected—seek injunctive relief.
- Educate teams on proper handling, retention, and disposal of sensitive data.
Data Snapshot: What Triggers Disputes?
Illustrative split showing typical origins of misuse claims in commercial settings.
Mitigation Checklist
- Use named data rooms with granular permissions and watermarking.
- Label exports and enable access expiry by default.
- Rotate shared credentials; prefer SSO and least-privilege access.
- Audit logs weekly during live transactions.
Pair Your NDA with Other Agreements
NDAs work best alongside targeted contracts. For hiring or contractors, see our Employment Contract Generator to document compensation, IP assignment, and termination. For partnerships, consider a memorandum of understanding (MOU) before drafting a full master services agreement (MSA).
FAQ
Is an NDA enforceable if the information wasn’t labeled “Confidential”? Often yes, if it meets the contract definition and reasonable secrecy steps are shown. Labeling helps.
Can NDAs stop whistleblowers? No. Lawful reporting to regulators or enforcing rights cannot be restricted.
Should trade secrets be indefinite? Many policies treat them as indefinite so long as secrecy is maintained. Contracts sometimes set long durations to reflect this.
Conclusion: Move Fast, Protect Faster
A well-crafted NDA is a fast, inexpensive way to reduce the risk of leaks during hiring, vendor selection, fundraising, and product collaboration. Use the generator above to create a customized agreement, then store and enforce it with the same rigor you apply to your cybersecurity and HR policies. When stakes are high, consult counsel to fine-tune scope, exclusions, and remedies.