Free Non-Disclosure Agreement (NDA) Template

A Non-Disclosure Agreement (NDA) is used to formally protect confidential information shared between two parties during business discussions, project evaluations, employment, or partnership negotiations. This non-disclosure agreement template is made for individuals or businesses that want to define what counts as confidential, restrict its use, and prevent unauthorized sharing of private information. It can be used for both unilateral (one-way) and mutual (two-way) confidentiality arrangements depending on the checkbox selection at the top of the document. It can be customized for a wide range of professional and business scenarios.

How to Use This NDA Template

This non-disclosure agreement template starts with a basic setup section for entering party details and moves into legal clauses that define what information is protected, how it should be handled, and what consequences apply if it’s misused. Each section is meant to serve a legal or procedural function. The following explanations describe how the agreement works and what to consider while filling it out.

Agreement Date and Party Identification

The top portion of the document is where the legal agreement formally begins. You’ll need to enter the date the NDA is being signed, which becomes the effective date of the contract. Below that, both parties are identified by their legal names and mailing addresses; this includes individuals, companies, or other legal entities involved in the exchange of confidential information.

The first party is typically the disclosing party (e.g., the employer, client, or company), and the second party is usually the one receiving access (e.g., an employee, contractor, or collaborator). However, this order doesn’t affect the legal status of the parties. Once both names and addresses are filled in, the agreement clarifies that each side will be referred to as a “Party” individually, and together they are referred to as the “Parties.” This consistent language is used throughout the document to avoid confusion later.

Entering accurate and complete legal names here is important. For businesses, use the full registered business name. For individuals, include full first and last names. The mailing address should be the one where either party can receive official communication if needed.

Type of Agreement

At the beginning of the document, you are asked to specify whether the NDA is unilateral or mutual by checking one of the two boxes. A unilateral NDA is used when only one party will be sharing confidential information, for example, when a company shares internal procedures or trade secrets with a new hire or freelancer. In this case, the second party is the only one under obligation not to disclose information. A mutual NDA, on the other hand, is suited for partnerships, mergers, and collaborations where both sides share sensitive information. Selecting the right type matters because it determines who is legally bound to confidentiality terms. Only one box should be checked depending on the situation.

Purpose

This section lists common reasons for signing an NDA, such as employment, contractor work, business negotiations, or the sale of a business. You can check more than one option if needed, or write a custom reason under “Other” if the situation doesn’t fall under the listed categories. The purpose field is essential to limit the scope of the agreement to specific types of exchanges. For example, if “employment” is selected, the NDA would not cover unrelated discussions about future partnerships unless a new agreement is signed. This scope limitation can become important in legal settings, so the description here should be accurate and relevant to the current working relationship.

Definition of Confidential Information

This section explains what kinds of information will be protected under the agreement. It includes both tangible and intangible content such as written documents, digital data, technical procedures, customer lists, financial projections, product ideas, experimental research, marketing strategies, and software source code. The clause also protects any materials that are derived from or based on confidential data, even if the derived documents are created by the receiving party.

However, it’s equally important to understand what is not covered. Information that becomes publicly available (without a breach), was already in the recipient’s possession, was shared legally by someone else, or was developed independently without using the disclosed content is not considered confidential under this agreement. These exclusions are common in professional contracts and prevent the NDA from being used unfairly to block access to public or pre-existing knowledge.

Obligations

This section explains how both parties are expected to treat the shared information. Confidential content should only be shared with people who have a valid reason to access it, such as employees, contractors, or advisors, and even then, only if those individuals are also under confidentiality obligations. The information cannot be used for personal gain, for competing purposes, or in any way outside the stated purpose of the agreement.

The agreement also holds each party responsible for any breaches that occur through people under their supervision. For instance, if an employee of one party leaks protected information, that party may still be liable even if they were not directly involved. This clause reinforces the importance of internal controls and trusted channels when handling sensitive data.

Return or Destruction of Information

When the agreement ends or upon request by the disclosing party, the receiving party is expected to return or destroy all copies of confidential material. This includes both physical documents and digital files. If documents are stored on different devices or cloud accounts, the receiving party is responsible for identifying and deleting all versions. The disclosing party may also ask for a written confirmation stating that destruction has been completed.

This step is essential to preventing accidental leaks after the relationship ends. It’s especially important when the information includes trade secrets, research data, or confidential prototypes that may retain value long after the initial discussion.

Term

Instead of using a fixed expiration date, this NDA remains active until the confidential information either becomes public (through no fault of the recipient) or until the disclosing party formally releases the other from their duty. This practice is commonly used when trade secrets or long-term innovations are involved, since a set timeframe might not provide enough protection. If you’re sharing product ideas or financial forecasts that could remain relevant for years, this kind of open-ended duration will make sure of continued confidentiality until the disclosing party says otherwise.

Enforcement and Remedies

This clause confirms that a breach of the NDA may cause damage that is difficult to reverse or calculate, such as the loss of a competitive advantage or damaged client relationships. For that reason, the disclosing party has the right to request immediate court intervention (known as injunctive relief) to stop the breach, even before calculating actual damages. They may also seek financial compensation for any harm suffered, including attorney’s fees.

This section gives legal weight to the agreement and shows that both parties are taking confidentiality seriously. It’s standard language in contracts dealing with intellectual property, business strategy, or sensitive legal or financial data.

Governing Law

You’ll need to specify the U.S. state whose laws will be used to interpret and enforce this agreement. This is especially important if the two parties are based in different states. Choosing a governing law in advance will help with avoiding any confusion or legal delays later, particularly in case of disputes. If one party is a business and the other is an individual contractor, the state where the business is registered is often used, but this is not a strict rule.

Entire Agreement

This clause confirms that everything agreed upon is written in this document. No previous emails, calls, or handshake agreements are considered legally binding unless they are added here in writing. If both parties later decide to change the terms, they must sign a written amendment. This section protects against misunderstandings or false claims about what was or wasn’t agreed to.

Severability

In legal agreements, it’s possible that a court might reject one part of the document as invalid. This clause ensures that even if one part is struck down, the rest of the agreement still applies. It’s a legal safeguard that strengthens the enforceability of the contract and prevents the entire NDA from being dismissed because of a technical flaw in one clause.

FAQs