NDA Generator

A non-disclosure agreement, or NDA, is a signed promise to keep information private. People use it before showing a prototype, sharing financial figures, opening talks about a partnership or giving a contractor access to code. The agreement does two things: it defines what is confidential, and it limits what the recipient may do with it. The choices that matter most are who is sharing, for how long and for what purpose, and the tool asks for exactly those.

Mutual or one-way

In a mutual NDA both parties share confidential information, so each is a “Discloser” for what it hands over and a “Recipient” for what it receives. This suits partnerships, joint ventures and talks about a merger. In a one-way NDA only one side discloses. The first party is the discloser and the second is the recipient, which fits a founder showing a design to a contractor or a company briefing a supplier. Using a mutual form where only one side shares gives the sharer’s obligations to a party that has nothing to protect, so choose the version that matches the facts.

What the clauses do

The purpose clause states why information is shared, and confidentiality can then be used only for that purpose. The definition covers non-public information in any form, marked confidential or obviously so from its nature, and the optional examples you type, such as source code or pricing, make the definition concrete. The recipient must use the information only for the purpose, protect it with at least reasonable care, tell only people who need to know and are bound by similar duties, and not copy it more than needed.

Four exclusions keep the NDA fair: information that is or becomes public without breach, was lawfully known before, was received lawfully from a third party, or was developed independently. A required-disclosure clause covers court orders, and a return-or-destroy clause applies on request or when the purpose ends. A no-licence clause says the information stays the discloser’s property.

Term and survival

Two numbers set the timeline: the years during which information may be shared, and the years the duty of confidentiality lasts after that period. A switch makes trade secrets stay protected for as long as they remain secret, which is how trade secret law treats them in many places. Two to five years is common for business information, and you should choose a period in line with how long the information stays sensitive.

A worked example

The first sample is a mutual NDA between Maple Software Ltd and Harbour Goods Ltd, dated 10 November 2026, for discussing a possible partnership to integrate their software products. Information may be shared for 2 years, the duties continue for 3 years after that period, and trade secrets stay protected as long as they are secret. The output is around 600 words in numbered clauses. The second sample is a one-way NDA that lets a designer, Dev Malhotra, work on a confidential project for Northwind Design Studio.

Practical advice

Keep the purpose narrow, because an agreement for “any business purpose” is hard to enforce. Mark documents confidential where you can, and keep a record of what you shared and when. Do not use an NDA to hide wrongdoing, and note that some places limit confidentiality terms in employment settings.

Limits

This is a general template, not legal advice. Enforceability depends on the country, the scope and what the information is, and an NDA cannot stop someone who is determined to leak. For valuable trade secrets, take advice and combine the agreement with practical controls such as limited access.

Related tools

• Independent Contractor Agreement Generator sets scope and pay for a freelancer once an NDA is in place.
• Web Development Contract Generator includes its own confidentiality clause for website projects.
• Affidavit Format Generator records a sworn statement, which is a different kind of formal document.
• Power of Attorney Draft Generator lets another person act on your behalf, which an NDA cannot do.