When to use an NDA
NDAs are common before sharing business plans with investors, prototypes with contractors, or client data with vendors. A written agreement clarifies what must stay confidential, how long obligations last, and what happens when the deal ends.
This generator produces a simple unilateral template. Complex deals—mutual NDAs, employee agreements, international parties, or regulated data—need customized documents from a lawyer.
Learn more: Cornell Law — Non-disclosure agreement · Nolo — Non-disclosure agreements
What is a non-disclosure agreement (NDA)?
An NDA is a contract where parties agree not to disclose confidential information shared during a business relationship—common for startups, freelancers, and vendor evaluations.
This tool drafts a basic mutual or one-way NDA template. Specific industries (healthcare, government) may need specialized agreements.
How the calculation works
- Identify disclosing and receiving parties.
- Define confidential information and permitted uses.
- Set term, jurisdiction, and remedies.
- Generate a draft for legal review before signing.
Worked examples
Freelancer preview
- Client shares product roadmap
- Freelancer agrees not to disclose for 2 years
A one-way NDA protects the client’s secrets during a trial project—have counsel review before high-stakes deals.
Practical uses
- •Pitch meetings with investors or partners
- •Contractor onboarding
- •Prototype demos under confidentiality
Limitations
- !Templates may not fit regulated data (HIPAA, export controls)
- !Enforcement depends on state law and clear definitions
- !Not a substitute for qualified legal review
References
How This Tool Works
Enter deal details
Provide party names, duration, purpose, and return-of-materials preference.
Generate the template
The tool assembles a standard unilateral NDA with common confidentiality clauses.
Review with counsel
Copy the text, fill in governing law, and have an attorney review before signing.
What is NDA Generator?
A non-disclosure agreement, or NDA, is a contract in which one or both parties agree to keep specified information confidential. It defines what counts as confidential, how long the duty lasts, permitted uses, and which jurisdiction governs any dispute.
Generate a plain-text unilateral NDA with standard sections: definition of confidential information, receiving party duties, exclusions, term, return of materials, remedies, and governing law placeholder. Copy the output and edit with legal counsel before signing.
Unilateral
One disclosing party, one receiving party—one-way confidentiality.
Configurable term
Choose 1–10 years or indefinite, plus optional return of materials.
Template only
Replace [State] governing law and tailor clauses with an attorney.
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How to Use This Tool
Name the parties
Enter the disclosing party (sharing secrets) and receiving party (learning them).
Set term and purpose
Choose agreement duration and describe why information is being shared.
Return of materials
Optionally require return of confidential documents when the NDA ends.
Generate and copy
Create the template, copy the text, and complete placeholders like governing state.
Attorney review
Have a lawyer adapt the NDA to your jurisdiction and situation before signing.
Pro Tips
- Define “confidential information” as specifically as possible for your deal
- Choose a term that matches how long the information stays sensitive
- Specify governing law—replace the [State] placeholder with your jurisdiction
- Keep signed copies and note what was shared and when
- For mutual sharing, both sides disclosing—use a lawyer-drafted mutual NDA
- This template is a starting point, not a substitute for legal advice