NDA Generator
About to share a business idea, client list, or codebase? A non-disclosure agreement puts confidentiality in writing before you do. Choose mutual or one-way, set the purpose, duration, and governing law, and get a complete NDA with signature blocks — generated entirely in your browser, free.
100% private — your NDA is generated entirely in your browser. Nothing you type is sent to a server.
1. Agreement Type
2. Parties
3. Terms
How to Use NDA Generator
Set up the agreement
Choose mutual or one-way, name both parties, describe the purpose of the disclosure, and pick the confidentiality duration, jurisdiction, and effective date.
Generate the NDA
Click Generate to build a complete agreement with numbered sections — definitions, exclusions, obligations, remedies — plus signature blocks.
Copy, download, and sign
Copy the NDA or download it as a .txt, format it as needed, have an attorney review it for high-stakes deals, and collect both signatures.
About NDA Generator
When you need an NDA
Sign an NDA before any conversation where valuable non-public information changes hands: pitching investors or partners, briefing a freelancer or agency, evaluating an acquisition, onboarding an employee to sensitive projects, or demoing unreleased products. Without one, the recipient generally has no legal duty to keep your information secret, and trade-secret protection under laws like the U.S. Defend Trade Secrets Act depends partly on showing you took reasonable steps — like requiring NDAs — to keep the information confidential.
Mutual vs. one-way, and what a solid NDA contains
A one-way NDA protects a single discloser — right for hiring a contractor or pitching your idea. A mutual NDA binds both sides equally — right for partnership talks where both companies open their books. Either way, a solid NDA defines confidential information broadly but sensibly, carves out the standard exclusions (publicly known information, prior possession, independent development, lawful third-party receipt, compelled disclosure), sets obligations and a confidentiality term, requires return or destruction of materials, grants no license, preserves injunctive relief, and names a governing law.
How this generator works
Choose mutual or one-way, name the parties, describe the purpose of the disclosure, pick a confidentiality duration (one, two, or five years, or indefinite), set your jurisdiction and effective date, and generate. You get a complete agreement with numbered sections — definitions, exclusions, obligations, term, return of materials, no-license clause, remedies, governing law — plus signature blocks with name and date lines. It's assembled entirely in your browser and downloads as a .txt you can format and sign. Have an attorney review it before high-stakes disclosures.
Common uses for NDA Generator
- Signing a one-way NDA with a freelancer before sharing product specs
- Putting a mutual NDA in place ahead of partnership or co-development talks
- Protecting a business idea before pitching potential investors or advisors
- Keeping customer lists and pricing confidential when briefing a vendor
- Documenting confidentiality before demoing an unreleased product
Frequently Asked Questions
Why do I need an NDA before sharing business information?
Because confidentiality generally isn't automatic. Outside special relationships (like attorney-client), someone you brief on your idea, pricing, or technology usually has no enforceable duty to keep it secret unless they've agreed to one. An NDA creates that duty, defines exactly what's protected, and gives you contract remedies — including injunctions — if the information is misused. It also helps preserve trade-secret status by demonstrating you took reasonable protective measures.
What laws govern NDAs?
NDAs are contracts, so state (or national) contract law governs them — which is why the governing-law clause matters. In the US, trade-secret misappropriation additionally implicates the federal Defend Trade Secrets Act and state versions of the Uniform Trade Secrets Act. Note that laws in several jurisdictions limit using NDAs to silence reports of unlawful conduct (for example, the US Speak Out Act for sexual misconduct claims), and whistleblower protections override NDA terms.
What should an NDA include?
A clear definition of confidential information; the standard exclusions — public knowledge, prior possession, independent development, lawful receipt from third parties, and legally compelled disclosure; the receiving party's obligations and permitted use; a confidentiality term; return-or-destruction requirements; a statement that no license or ownership transfers; a remedies clause preserving injunctive relief; governing law and venue; and dated signature blocks. This generator includes all of these.
Should I choose a mutual or one-way NDA?
Choose one-way when only you are disclosing — hiring a freelancer, pitching an investor, sharing specs with a vendor. Choose mutual when both sides will reveal sensitive information, such as partnership, merger, or co-development discussions. Mutual NDAs are often easier to get signed because the obligations are symmetrical; this generator relabels the parties and obligations automatically when you select mutual.
Is a generated NDA legally binding, or do I need a lawyer?
A properly signed NDA generated from a solid template can be a binding contract — validity comes from offer, acceptance, and consideration, not from who drafted it. That said, enforceability details vary by jurisdiction, and high-stakes disclosures (fundraising, M&A, core trade secrets) deserve attorney review to tailor definitions, duration, and remedies to your situation. Use this generator for a strong draft, not as a substitute for counsel.