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NDA (Non-Disclosure Agreement) Generator

Generate a straightforward mutual or one-way non-disclosure agreement to protect confidential information.

What the generated NDA says, clause by clause

The output is always a mutual agreement: both parties can share information and both are bound. There is no one-way option in the form. Its six clauses:

ClauseWhat it saysCheck
1. Confidential InformationBusiness, technical or financial information either party shares. Excludes what is public, already known or independently developedWhether anything specific (prices, source code, customer lists) should be named
2. ObligationsKeep it secret, use it only to evaluate or pursue the relationship, no disclosure without written consentWhether employees and advisers may see it
3. TermObligations last for the term you enter, from the date at the topSee below
4. Return of MaterialsReturn or destroy on requestBackups and copies kept by law
5. No LicenseNo rights or ownership pass
6. Governing LawThe jurisdiction you enterCountry and state, not just country

Filling in the five fields

  • Party A and Party B. Use each party's full legal name. For a company, add its type and registered address in the same box: "Brightline Analytics Ltd, a company registered in [country], of [address]". The names also print under the signature lines.
  • Date. The date the agreement takes effect, normally the day it is signed. Information shared in earlier calls isn't clearly covered unless you add a line saying so.
  • Confidentiality term. The default is "two (2) years", counted from the date at the top, not from each disclosure. Something you share in month 23 is protected for one month. If talks may run long, change the clause after copying to "[two] years from the date of each disclosure".
  • Governing law. Usually where the disclosing party is based. If you are in different countries, agree this before drafting rather than leaving it to the signature stage.

Gaps in the template to close before signing

The template is deliberately short. Points it doesn't deal with, which your lawyer may want added:

  • Disclosure required by a court or regulator, and whether the other side must be told first.
  • Information received lawfully from a third party.
  • Who counts as a representative (employees, contractors, investors, advisers) and whether they must sign too.
  • A statement that neither party has to go ahead with any deal.
  • Remedies, such as the right to ask a court to stop a disclosure.
  • Signature blocks with the signatory's name, title and date. The template prints only the party name and a line.

The generated text is a template, not legal advice. For anything high-value, such as an acquisition, a fundraising or source code, have a qualified lawyer review it.

Sample: one-way NDA for sharing with a contractor

When only you are sharing information, a one-way agreement is simpler and binds only the recipient. Replace everything in [BRACKETS].

ONE-WAY NON-DISCLOSURE AGREEMENT Date: [Effective Date] Between [Discloser Legal Name], of [Address] (the "Discloser"), and [Recipient Legal Name], of [Address] (the "Recipient"). 1. Purpose. The Discloser will share information with the Recipient so that the Recipient can [quote for / carry out] [describe the project] (the "Purpose"). 2. Confidential Information means all information the Discloser shares for the Purpose, in any form, including [product plans, designs, pricing and customer data]. It does not include information that is or becomes public through no fault of the Recipient, that the Recipient already lawfully knew, or that the Recipient receives lawfully from a third party. 3. Recipient's duties. The Recipient will use Confidential Information only for the Purpose, will share it only with its staff who need it and who are bound by similar duties, and will protect it with at least reasonable care. 4. Required disclosure. If a law or court requires disclosure, the Recipient will, where allowed, tell the Discloser promptly and disclose only what is required. 5. Duration. These duties last for [three (3)] years from the date of each disclosure. 6. Return. On request, the Recipient will return or delete all Confidential Information and confirm this in writing. 7. Governing law. [State / Country]. Discloser: ____________________ Name: [ ] Title: [ ] Date: [ ] Recipient: ____________________ Name: [ ] Title: [ ] Date: [ ]

How to use this tool

  1. 1Fill in the fields in the form.
  2. 2Watch the document preview update live.
  3. 3Click Print / Save as PDF, or copy the text.

Frequently asked questions

Can we sign the NDA electronically?+

In many places, yes, through an e-signature service or by exchanging signed PDFs by email. Rules differ by country and by type of document, so check with a lawyer if the agreement is important. Keep the final signed copy that both parties received.

What happens when the confidentiality term ends?+

Under this template, the duties simply stop, and the information is no longer protected by the agreement. If some information must stay secret for longer, such as a formula or source code, give it its own longer term or ask a lawyer how to protect it.

Should we sign an NDA before the first meeting?+

Sign before you share anything you would not want repeated. A first call that stays at a general level often doesn't need one. If you sign later, add a line saying the agreement also covers information already shared in earlier discussions.

Guides & deep dives

NDAs Explained: Mutual vs One-Way and Key Clauses

Learn when to use a mutual vs one-way NDA, what confidentiality terms are standard, which carve-outs matter, and the red flags that make agreements unenforceable.

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Embed this tool on your website

Free to use on blogs, school sites and intranets. Paste this code into your page's HTML; please keep the credit line.

<iframe src="https://utilityapp.lat/embed/legal/nda-template" title="NDA (Non-Disclosure Agreement) Generator" width="100%" height="780" style="border:0;max-width:760px" loading="lazy"></iframe>
<p style="font-size:13px"><a href="https://utilityapp.lat/legal/nda-template">NDA (Non-Disclosure Agreement) Generator</a> by UtilityApp</p>