Non-Disclosure Agreement
A contract that keeps shared confidential information private between the parties.
Opens a fillable version in your browser. Free, no account, and free to download. This is a helper, not the official form.
About Non-Disclosure Agreement
A Non-Disclosure Agreement, or NDA, is a contract in which one or more parties agree to keep certain confidential information private and not share it with outsiders. It is common when businesses, employees, contractors, or partners exchange sensitive information such as trade secrets, product plans, or financial details.
This general template supports both one way agreements, where only one side shares information, and mutual agreements, where both sides do. It defines what counts as confidential, how it may be used, and how long the obligation lasts. It is not legal advice.
Courts generally enforce reasonable NDAs, but overly broad terms or unreasonable time limits may not hold up. Rules on trade secrets and confidentiality vary by state. Confirm that the scope and duration are reasonable for your situation and location before relying on the agreement.
Who needs to complete it
- Businesses sharing sensitive information with partners or vendors
- Startups discussing ideas with investors or advisors
- Employers protecting trade secrets from staff or contractors
- Freelancers and clients exchanging confidential material
- Anyone who needs to keep shared information private
How to fill out Non-Disclosure Agreement
- 1Enter the names of the disclosing and receiving parties.
- 2Choose whether the agreement is one way or mutual.
- 3Define what information is considered confidential.
- 4State the permitted purpose for using the information.
- 5List any exclusions, such as information that is already public.
- 6Set how long the confidentiality obligation lasts.
- 7Add terms on returning or destroying information when the agreement ends.
- 8Have both parties sign and date, and give each a copy.
Ask AI about this form
Get plain-language help understanding Non-Disclosure Agreement. General guidance only, not legal or tax advice.
Frequently asked questions
What is the difference between a one way and mutual NDA?
In a one way NDA only one party shares confidential information, while in a mutual NDA both parties do. Mutual NDAs are common when two businesses explore a partnership.
How long does an NDA last?
The duration is set in the agreement and often ranges from a couple of years to indefinitely for trade secrets. Courts prefer time limits that are reasonable for the information involved.
What information can an NDA protect?
An NDA can protect trade secrets, business plans, customer lists, financial data, and other sensitive material. It usually excludes information that is already public or independently known.
Is this NDA enforceable in my state?
This is a general template, not legal advice, and rules on confidentiality and trade secrets vary by state. Please confirm that the scope and duration are reasonable for your situation before relying on it.