NDA templates
NDA template for mutual, one-way, employee and deal NDAs
Mutual Non-Disclosure Agreement
13 sections-
1.Definitions
Disclosing Party and Receiving Party, Confidential Information, Discussions, Purpose, Representatives, Affiliate, Trade Secret
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2.Exclusions from Confidential Information
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3.Obligations of Each Receiving Party
Use only for the Purpose, Non-disclosure, Standard of care, No reverse engineering, Notice of unauthorized use
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4.Permitted and Compelled Disclosures
Representatives, Compelled disclosure, Disclosure with consent
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5.Return or Destruction of Confidential Information
Return or destruction, Retained copies, Continuing confidentiality
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6.No License and No Warranty
Ownership and no license, No warranty
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7.No Obligation to Proceed
No commitment, Independent activities
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8.Non-Solicitation
Employees, General solicitations
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9.Term
Term, Early termination
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10.Survival
Confidentiality period, Trade Secrets, Other surviving terms
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11.Remedies
Equitable relief, Remedies cumulative
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12.Governing Law and Venue
Governing law, Venue
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13.General Provisions
Entire agreement, Amendment and waiver, Assignment, Severability, Notices, Counterparts and electronic signatures, Independent parties, No third-party beneficiaries, Export compliance, Interpretation
An NDA template is a ready structure for a non-disclosure agreement: who the parties are, what counts as confidential information, what the recipient may and may not do with it, how long the duty lasts, and which state law applies. Pick the type that matches who is sharing.
NonDisclosures is a software tool, not a law firm. Templates and AI analysis are not legal advice.
In short
Every non disclosure agreement template in NonDisclosures is built from the same clause library: definitions, exclusions, obligations, permitted and compelled disclosures, return or destruction, no license, term and survival, remedies, governing law and general provisions. What changes between types is who the obligations bind and which extra clauses apply, such as protected activity language for workers or a standstill for buyers.
What every NDA template should contain
A non disclosure agreement template is only useful if the core clauses are complete. Missing one of them is the most common reason an NDA fails when it is actually needed. The outline shown above is the real document our generator produces for a two-way agreement, and every other type shares the same backbone.
- Parties and purpose. Who is disclosing, who is receiving, and the specific reason information is shared, for example evaluating a partnership. The purpose limits how the recipient may use what it learns.
- Definition of confidential information. Anything marked confidential, or anything a reasonable person would understand to be confidential, including oral and visual disclosures and notes derived from them. You choose a broad, standard or narrow definition.
- Exclusions. Information that is public, already known, independently developed or received from a third party without restriction is not covered. Without these carve-outs an NDA can be unreasonable on its face.
- Obligations. Use only for the purpose, no disclosure beyond permitted people, at least reasonable care, no reverse engineering and prompt notice of a leak.
- Permitted and compelled disclosures. Sharing with advisors and staff who need to know, and a procedure for subpoenas and court orders.
- Return or destruction. What happens to documents when talks end, with a sensible exception for automatic backups.
- Term and survival. How long the agreement covers new disclosures, how long confidentiality lasts afterward, and longer protection for trade secrets.
- Remedies, governing law and boilerplate. Injunctive relief, the state whose law and courts apply, and electronic signature language.
How to choose the right NDA type
The right template depends on the direction of the information and on the relationship. A commercial NDA between two companies is drafted very differently from one signed by an employee, because federal and state law protect workers in ways that do not apply to businesses. Deal NDAs for investors and acquirers add securities and process clauses.
| NDA type | Who discloses | Typical use | Extra clauses |
|---|---|---|---|
| Mutual | Both parties | Partnerships, integrations, joint bids | Optional non-solicit, residuals, no contact |
| One-way | Your side only | Vendor evaluation, sales demos, pitches | Optional standstill and no contact |
| Employee | Company to employee | New hires and existing staff | Protected activity, DTSA notice, local law |
| Contractor | Company to freelancer or agency | Freelancers, agencies, consultants | Protected activity, DTSA notice, link to services agreement |
| Investor | Company to investor | Due diligence and strategic rounds | Investment activities, securities laws, residuals |
| M&A bidder | Seller to bidder | Sale processes and data rooms | Transaction process, standstill, no contact, non-solicit |
If both sides will share, start with a mutual NDA. If only you disclose, a one-way NDA is shorter and keeps every obligation on the recipient.
Templates for people you hire
Hiring documents need different wording. The employee NDA and contractor NDA include a protected activity clause that keeps workers free to talk to agencies such as the SEC, EEOC and NLRB, the immunity notice required by the Defend Trade Secrets Act to recover exemplary damages and attorney fees under that law, and a local law clause for states that insist on their own law. Both say plainly that they are not non-competes. Several states, California most prominently under Business and Professions Code 16600, sharply limit restrictions on where a worker can go next, and an NDA that tries to do that work can be challenged.
Templates for investors and acquirers
Funding and sale processes have their own conventions. Many venture investors decline to sign NDAs for a first pitch, so the investor template is aimed at due diligence and strategic investors, with a clause that lets the investor keep backing other companies as long as it does not misuse your information. The M&A NDA for bidders adds a transaction process clause, a standstill with fall-away triggers, a no-contact rule for your employees, customers and lenders, and a 12-month non-solicit.
Settings you control in the builder
| Setting | Options | Notes |
|---|---|---|
| Term | 1, 2, 3 or 5 years | Period during which new disclosures are covered |
| Confidentiality period | Years after the term | Trade secrets stay protected as long as they qualify |
| Definition | Broad, standard or narrow | Standard fits most commercial talks |
| Governing law | Any US state | Delaware by default |
| End of talks | Return or destroy, or destroy and certify | Certification gives you written proof |
| Optional clauses | Non-solicit, residuals, standstill, no contact | Availability depends on the NDA type |
| Additional terms | Free text | Added as a final section |
The agreement renders instantly from the clause library, with no AI involved in the wording. On paid plans you can also describe the deal in plain English and let AI drafting set the options, while the text stays inside the approved clauses.
From template to signed agreement
- Pick the NDA type, fill in both parties and the purpose, and choose term, governing law and optional clauses.
- Send it for e-signature. The other party gets a personal link, reads the agreement in the browser and signs with a typed or drawn signature, no account needed.
- Track the status from sent to viewed to signed and nudge anyone who has not signed.
- Keep the signed PDF, with its certificate page and audit trail, in a searchable NDA register with reminders 60, 30 and 7 days before expiry.
Questions and answers
What is the difference between an NDA template and a non disclosure agreement template?
They are the same thing. NDA is the abbreviation for non-disclosure agreement, and some people also call it a confidentiality agreement. The content and legal effect do not change with the name.
Which NDA template should I use for a business meeting?
Use a mutual NDA when both sides will share sensitive material, and a one-way NDA when only you will. Counterparties often accept a mutual draft faster because it treats both sides the same.
Can I use the same NDA for employees and other companies?
It is not a good idea. Employee and contractor NDAs need protected activity language and the DTSA immunity notice, and they must respect state limits on post-employment restrictions. Commercial NDAs do not need those clauses.
How long should an NDA last?
Most commercial NDAs use a 1 to 3 year term with a confidentiality period of 2 to 5 years afterward, and indefinite protection for trade secrets. Match the term to the length of the talks and the survival period to how long the information stays sensitive.
Can I sign the NDA template online?
Yes. Every NDA you generate can be sent for e-signature. Under the ESIGN Act and state laws based on UETA, electronic signatures are generally as valid as handwritten ones for agreements like NDAs.
Can I try the generator before choosing a plan?
Yes. You can generate a preview on the home page without an account. Sending, signing and the NDA register are part of every paid plan.
Is this NDA template legal advice?
No. NonDisclosures is a software tool, not a law firm. Templates and AI analysis are general information, laws differ by state, and you should have a licensed attorney review any agreement that matters.
Generate the right NDA in seconds
Choose the type, fill in the parties and settings, and read the complete agreement right away. Send it for e-signature when you are ready.
NonDisclosures is a software tool, not a law firm. Templates and AI analysis are not legal advice.