What is a Non-Disclosure Agreement (NDA)?

A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legal contract that creates a confidential relationship between parties. It requires the receiving party to keep certain information secret and not disclose it to third parties. NDAs are commonly used in business to protect trade secrets, proprietary information, and sensitive data.

When should I use an NDA?

Use an NDA before sharing confidential information including: business plans with investors, trade secrets with potential partners, proprietary technology with contractors, customer lists with employees, financial data with consultants, or any sensitive business information with third parties who need access.

What is the difference between mutual and unilateral NDAs?

A unilateral NDA protects information disclosed by one party (disclosing party) to another (receiving party). A mutual NDA protects information shared by both parties. Use mutual NDAs when both parties will exchange confidential information, such as in partnership discussions or merger negotiations.

How long should an NDA last?

NDA terms typically range from 2-5 years, though they can be longer for trade secrets. The confidentiality period should be long enough to protect your interests but reasonable given the nature of the information. Some NDAs have perpetual terms for information that remains confidential indefinitely.

What information is covered by an NDA?

NDAs typically cover technical information, business strategies, financial data, customer lists, proprietary processes, product designs, marketing plans, and any other information marked as confidential. The agreement should clearly define what constitutes "confidential information" for your specific situation.

What happens if someone violates an NDA?

NDA violations can result in legal action including injunctive relief (court order to stop disclosure), monetary damages for losses caused by the breach, and attorney fees. Because confidentiality breaches cause irreparable harm, courts often grant immediate injunctions to prevent further disclosure.

Are NDAs enforceable?

An NDA may be enforceable when it is properly drafted with clear definitions, reasonable scope, and a legitimate business purpose. Enforceability depends on your facts, signatures, and applicable law. NDAs cannot prohibit whistleblowing or disclosures required by law.

Do I need a lawyer to create an NDA?

While our automated AI form assistance provides professional NDA templates suitable for most business situations, complex scenarios involving highly valuable trade secrets, international transactions, or unique confidentiality needs may benefit from legal review. Our templates provide a strong foundation that many businesses use successfully.

Non-Disclosure Agreement

Answer a few questions to create a professional Non-Disclosure Agreement, ready to edit and sign.

General-purpose template. Not reviewed for your state's specific requirements.

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Agreement type & parties

What type of NDA is this?

Mutual NDA Both parties protect each other’s confidential information. One-way NDA Only the disclosing party shares protected information.

Mutual NDAs protect information shared by both parties.

Not sure?

Use mutual if both sides will share confidential information. Use unilateral if only one side discloses.

Who is sharing confidential info?

Full legal name for disclosing party as it should appear on the document.

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Example: Jordan Lee

Disclosing party address?

Street address (not a P.O. box unless that is the official mailing address).

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Example: 123 Main St, Suite 200

Who is receiving the info?

Full legal name for receiving party as it should appear on the document.

More help

Example: Jordan Lee

Receiving party address?

Street address (not a P.O. box unless that is the official mailing address).

More help

Example: 123 Main St, Suite 200

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Non-Disclosure Agreement

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