Non-disclosure agreement (NDA) template
A simple mutual or one-way NDA you can fill and sign.
This non-disclosure agreement template covers the basics that make an NDA useful: who is sharing, what counts as confidential, what the receiver may do with it, how long the duty lasts, and where disputes are decided. It can be filled as a one-way or a mutual NDA.
Opens a fillable version in your browser. Free, no account, nothing uploaded.
Fields in this form
- Effective date
- Disclosing party
- Receiving party
- Purpose of disclosure
- Confidentiality period
- Governing location
- Party 1 signature
- Party 2 signature
About the non-disclosure agreement (nda)
A non-disclosure agreement, or NDA, is a contract where one or both parties agree to keep shared information confidential. People use it before sharing an idea, a plan, or business details.
This fillable template covers the common parts: who the parties are, what counts as confidential, how long it lasts, and where each party signs.
When you need it
- Before you share an idea with a contractor or partner.
- When two businesses explore working together.
- Before showing sensitive numbers to a potential investor.
Where it stands legally
An NDA is an ordinary contract, enforceable in Canada and the US when it is clear, signed, and supported by something of value (usually access to the information itself or the business relationship). Courts enforce NDAs that protect genuinely confidential information for a reasonable time and purpose. They are less willing to enforce ones that try to cover everything forever.
An NDA does not protect information that is already public, that the receiver already had, or that they receive lawfully from someone else. Most NDAs say so; this template's purpose field is where you describe what is being protected.
An NDA is not a non-compete. Restricting someone from working for a competitor is a separate clause with its own rules, and in Ontario non-competes in employment are banned for most employees under the Employment Standards Act. Keep the NDA about information.
Trade secrets have extra protection in law only if you took reasonable steps to keep them secret. Getting an NDA signed before you share is one of those steps.
General information, not legal advice. Rules differ by province, state and city, and they change. Confirm the current rule where the document will be used.
What each field means and how to fill it
| Field | What it means | How to fill it |
|---|---|---|
| Effective date | When confidentiality starts. | Sign before you share. If information was shared earlier, say the agreement covers it. |
| Disclosing party | Who shares the information. | Legal name and address. For a mutual NDA, name both parties here and in the receiving field and say both roles apply. |
| Receiving party | Who must keep it confidential. | Legal name and address. If a company, its employees and advisers are usually bound through it. |
| Purpose of disclosure | Why the information is being shared and what it covers. | Describe the project and the types of information: pricing, customer lists, designs, source code, financials. Say the receiver may use it only for this purpose. |
| Confidentiality period | How long the duty lasts. | A set number of years from the effective date is common. Trade secrets are often protected for as long as they stay secret. |
| Governing location | Whose law applies and where disputes go. | The province or state, and the country. Usually the discloser's home jurisdiction. |
| Signatures | Both parties agree. | Sign and date. Company signers add their title. |
How to fill this out
- 1Enter the effective date and decide whether the NDA is one-way or mutual.
- 2Fill in the disclosing and receiving parties with legal names and addresses.
- 3Describe the purpose and the categories of confidential information, and state that use is limited to that purpose.
- 4Set the confidentiality period and the governing province or state.
- 5Both sign, download, and keep a copy each. Share the information only after signing.
Common mistakes to avoid
- Sharing first and signing later. The NDA should be in place before the first email with attachments.
- Defining confidential information as everything, which makes it hard to enforce and hard to follow.
- No purpose limit, so the receiver can use the information for anything as long as they do not disclose it.
- Forgetting the return-or-destroy step at the end of the relationship.
- Trying to add a non-compete to the NDA.
- Leaving the governing location blank, which invites a fight over where to sue.
What makes it hold up, and when you need a lawyer
Usually fine with this template
- Sharing a business plan, pricing or customer information with a contractor, freelancer or potential partner.
- Early discussions between two businesses about working together.
- Showing product designs or prototypes to a manufacturer or supplier.
Use the official form or get advice
- Investor discussions, mergers, acquisitions or licensing deals.
- Information covered by privacy law (personal health information, customer personal data), which needs a data agreement, not just an NDA.
- Employment situations, where confidentiality terms interact with employment standards.
- Cross-border disclosures, where the governing law choice matters more.
Worked example (illustrative)
Made-up names and figures to show what a completed non-disclosure agreement (nda) looks like. Not a real transaction.
| One-way NDA, illustrative | |
|---|---|
| Effective date | October 5, 2026 |
| Disclosing party | Cedar Software Inc. |
| Receiving party | Alex Moreau, freelance developer |
| Purpose | Evaluating and building an integration for Cedar's booking product. Covers source code, API documentation, customer names and pricing. Use limited to this purpose. |
| Period | 3 years from the effective date; source code for as long as it remains confidential |
| Governing location | Province of Ontario, Canada |
Related official forms, tools and guides
- Non-disclosure agreement template guide
- Independent contractor agreement: pair with an NDA when hiring a freelancer
- Contract template
- Non-compete agreement: a separate document with its own limits
- Legal PDF tools
Frequently asked questions
Is a template NDA enough?
For routine situations, a clear, signed template that names the information and the purpose is often fine. For investment, acquisition or licensing talks, have a lawyer review it. This template is a convenience, not legal advice.
What is the difference between a one-way and mutual NDA?
A one-way NDA protects information shared by one side. A mutual NDA protects information shared by both, and each party is both discloser and receiver.
How long should an NDA last?
It varies. A few years is common for general business information. Trade secrets are often protected for as long as they stay secret. Pick a period you can justify.
Can an NDA stop someone working for a competitor?
No. That is a non-compete, which is a different clause with strict limits, and in Ontario non-competes are banned for most employees. Keep the NDA about information.
Does an NDA need a witness?
No. Signatures of the parties are enough. An electronic signature is fine for an ordinary commercial NDA.
Sources checked
- Government of Ontario, ESA guide: Non-compete agreements (prohibited since October 25, 2021, with exceptions for executives and sale of a business)
Checked 2026-09-19. This page is general information and not legal, tax or financial advice.