Non disclosure agreement template

What a non disclosure agreement does

A non disclosure agreement, often shortened to NDA, is a contract in which one or both parties agree to keep certain information private. People use it before sharing a business idea, product plans, customer lists, financial figures, or anything else that would cause harm if it reached a competitor. A clear NDA sets out exactly what counts as confidential, how long the promise lasts, and what the receiving side may and may not do with what they learn.

• The parties. The full legal names and addresses of everyone bound by the agreement.
• The confidential information. A plain description of what is protected.
• The purpose. Why the information is being shared in the first place.
• The obligations. What the receiving party must do to keep it private.
• The exclusions. What does not count as confidential, such as public knowledge.
• The term. How long the duty of secrecy lasts.
• The signatures. A dated signature from each party to make it binding.

An NDA can be one way, where only one side shares secrets, or mutual, where both sides do. The template below is a mutual NDA, which fits most conversations between two businesses exploring a deal. This is a general template, not legal advice. For a high-stakes relationship, have a lawyer review it before you sign.

Free non disclosure agreement template you can copy

Copy the text below as your starting point, or open it in the fill tool and type your details straight onto the page. Every blank line is a field you complete.

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made on ____________________ [date]

BETWEEN:
  [Party A name] ______________________________
  Address: ___________________________________

AND:
  [Party B name] ______________________________
  Address: ___________________________________

(each a "Party" and together the "Parties")

1. PURPOSE
   The Parties wish to share information in order to explore:
   _________________________________________________________________
   (the "Purpose").

2. CONFIDENTIAL INFORMATION
   "Confidential Information" means any non-public information shared by
   one Party (the "Discloser") with the other (the "Recipient"), including
   but not limited to:
   [ ] business plans      [ ] financial figures   [ ] customer lists
   [ ] product or designs  [ ] source code         [ ] other: __________

3. OBLIGATIONS OF THE RECIPIENT
   The Recipient agrees to:
   a) use the Confidential Information only for the Purpose;
   b) keep it secret and not share it with anyone outside this Agreement;
   c) protect it with at least reasonable care;
   d) return or destroy it on request or when the Purpose ends.

4. EXCLUSIONS
   Confidential Information does not include information that:
   a) is or becomes public through no fault of the Recipient;
   b) the Recipient already knew before it was shared;
   c) is lawfully received from a third party; or
   d) must be disclosed by law or a court order.

5. TERM
   This Agreement starts on the date above. The duty to keep information
   confidential lasts for ______ years from the date it was shared.

6. NO LICENSE
   Nothing here transfers ownership of any information or grants any
   license, except the limited right to use it for the Purpose.

7. NO OBLIGATION TO PROCEED
   Neither Party is required to enter any further deal because of this
   Agreement.

8. GOVERNING LAW
   This Agreement is governed by the laws of ____________________.

SIGNATURES

Party A: ___________________   Date: ____________
Print name: ________________

Party B: ___________________   Date: ____________
Print name: ________________

How to fill out the non disclosure agreement template

1. Open the template in the fill tool. Copy the text above, or load it into the fill a PDF tool and type your details directly onto the page.
2. Name both parties. Enter the full legal names and addresses of both sides. Use the exact legal entity, not a nickname or short form.
3. State the purpose. Write in plain terms why the information is being shared, such as exploring a partnership or reviewing a product. A clear purpose limits how the other side may use what they learn.
4. Mark the confidential information. Tick the boxes that apply and add anything specific in the other line, so there is no argument later about what was covered.
5. Set the term. Fill in how many years the duty of secrecy should last. Two to five years is common for business information, though trade secrets can run longer.
6. Choose the governing location. Add the region whose laws will apply if there is ever a dispute.
7. Sign and date. Both parties add a signature and the date. You can draw, type, or upload a signature with the sign a PDF tool.
8. Download a clean PDF. Click download. Your entries are flattened into the page so they cannot be easily changed, and there is no watermark.

One way versus mutual NDAs

The first choice to make is direction. A one way NDA protects information flowing in a single direction, which fits situations like sharing plans with a contractor who has nothing secret to give back. A mutual NDA protects both sides, which fits two companies discussing a partnership, a merger, or a joint product, where each will hear things the other wants kept quiet. The template above is mutual because it covers the wider case, but you can adapt it to one way by naming a single Discloser and a single Recipient. When in doubt, a mutual agreement is often the easier sell, since neither side feels singled out as the only one being asked to promise silence.

Defining the confidential information

The heart of any NDA is how it describes what is protected. Too narrow, and important material slips outside the agreement. Too broad, and a court may decide the whole thing is unreasonable and refuse to enforce it. The practical middle ground is to name clear categories, such as financial figures, customer lists, and product designs, and to note that the list is examples rather than the complete set. Some businesses also mark documents as confidential when they hand them over, which makes it obvious later what was covered. Pair a sensible definition with the exclusions in Section 4, which carve out information that was already public or already known, so the promise applies only to genuine secrets.

Choosing the right term

The term sets how long the duty of secrecy lasts, and it deserves thought rather than a guess. For most business discussions, two to five years is a reasonable window, long enough to protect a deal while it matters and short enough to feel fair. Genuine trade secrets, such as a formula or a core algorithm, may justify a longer or open ended term, since their value does not expire on a set date. Be realistic: a term so long that no one could reasonably honor it can weaken the agreement if it is ever tested. Write the number of years clearly in Section 5, and make sure both sides understand the clock starts when each piece of information is shared.

Tips for an NDA that holds up

• Name the purpose. Tie the information to a specific reason for sharing, so it cannot be used for anything else.
• Keep exclusions in. The carve outs for public or already known information make the agreement fairer and easier to enforce.
• Set a realistic term. Choose a length that fits the information rather than the longest number you can imagine.
• Give each side a signed copy. Both parties should hold the same signed PDF.
• Send a flattened file. Download a flattened PDF so the terms cannot shift after signing.

When you need an NDA

Reach for a non disclosure agreement any time you are about to share something that would hurt if it got out. Common moments include pitching an idea to an investor, showing a prototype to a potential partner, hiring a freelancer who will see internal systems, or opening the books during talks about a sale. Signing an NDA first is not a sign of distrust. It sets a shared expectation and gives you something to point to if a promise is ever broken. If a document contains truly sensitive material, you can also protect the file itself once it is filled by using the protect a PDF tool to add a password before you send it.

When your agreement is ready, open the fill tool, complete both parties and the term, and download a clean PDF you can send and sign today. Everything runs in your browser, so an NDA with private terms stays on your own device. This is general information, not legal advice, so have a professional review anything with serious stakes.