Non-Disclosure Agreement (NDA)
Protect confidential information before you share it. Fill in the parties and terms, pick your governing-law state, and download a print-ready PDF. Free, no signup.
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Mutual Non-Disclosure Agreement
This Agreement is entered into on __________ between __________ and __________ (each a "Party" and together the "Parties"), in connection with __________ (the "Purpose").
1. Confidential Information. "Confidential Information" means any non-public information disclosed by one Party to the other — including business, technical, financial, and customer information — whether marked confidential or not, that a reasonable person would understand to be confidential.
2. Obligations. Each Party will use the other’s Confidential Information only for the Purpose, will not disclose it to third parties, and will protect it with at least reasonable care.
3. Term. These obligations remain in effect for __________ . Standard exclusions apply (information that is public, already known, or independently developed).
4. Governing law. This Agreement is governed by the laws of the State of __________ .
When to use an NDA
Sign one before sharing anything you wouldn’t want a competitor to see: a pitch to an investor, a product idea with a contractor or freelancer, financials with a potential buyer, or a client list with a partner. The NDA sets the rules for what stays confidential and for how long.
What to include
- The names of both parties and the effective date
- The purpose for sharing information
- A definition of confidential information and the obligations
- The confidentiality period and governing-law state
- Both signatures
Frequently asked questions
What is an NDA?
A non-disclosure agreement (NDA), or confidentiality agreement, is a contract in which the parties agree not to share certain confidential information with outsiders. It’s used before sharing business plans, product ideas, financials, or client lists with a partner, contractor, or investor.
Is this a mutual NDA?
This template is mutual — both parties agree to protect each other’s confidential information. That fits most situations where information flows in both directions, like partnership or vendor discussions. For a one-way relationship you can simply have only the receiving party sign the obligations.
How long does an NDA last?
You set the confidentiality period — commonly 2 to 5 years. Some information (like trade secrets) can be protected for as long as it stays secret. Enter the period that fits your deal in the form.
Is this NDA legally binding?
A signed NDA that clearly defines the confidential information, the parties’ obligations, and the term is generally enforceable. This is a general template, not legal advice — for high-stakes deals, have an attorney tailor it.