What is an NDA?
A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract in which one or both parties promise to keep certain information private and use it only for an agreed purpose. Businesses sign NDAs before sharing pricing with a supplier, showing designs to a manufacturer, giving a freelancer access to client data, discussing a partnership or presenting to an investor.
Mutual or one-way NDA?
| Mutual NDA | One-way (unilateral) NDA | |
|---|---|---|
| Who shares secrets? | Both parties | Only one party |
| Typical use | Partnerships, mergers, joint projects | Hiring a freelancer or contractor, pitching to a manufacturer |
| Who is protected? | Both sides equally | The party disclosing |
Choose the type in the form – the wording updates automatically.
What a good NDA covers
- The purpose – why the information is being shared. The recipient may use it only for that.
- What counts as confidential – broad enough to cover what matters, with examples.
- Exclusions – public information, things the recipient already knew or developed independently.
- Obligations – who may see it, how it must be protected, and what happens after a leak.
- Duration – usually 2 to 5 years; trade secrets are often protected for as long as they stay secret.
- Return or destruction of the information when the discussions end.
How to use this NDA template
- Enter both parties' legal names and addresses (a company's registered name, not just a brand name).
- Describe the purpose in a few words, for example "evaluating a possible joint venture".
- Pick mutual or one-way and how long confidentiality lasts.
- Switch on optional clauses such as non-solicitation or no reverse engineering if you need them, or use Add custom terms with AI for anything specific.
- Download the PDF, read it together, and have both parties sign and date it before any information is shared.
Common mistakes
- Signing after sharing. An NDA protects information shared after it is signed; get it signed first.
- Using a brand name instead of the legal entity. The party must be the company or person that can be held to the promise.
- Making it unreasonably broad. Courts may refuse to enforce an NDA that tries to cover everything forever.
- Forgetting your own team. Make sure employees and subcontractors who see the information are bound too.
Working with the same client afterwards? Set the commercial terms with a service agreement, send a quote and bill the work with the invoice generator.
This template is general information, not legal advice. Rules on confidentiality, trade secrets and restrictive covenants vary by country and state; ask a lawyer for important deals.
Frequently asked questions
Is an NDA legally binding?
Yes, an NDA signed by both parties is a contract and can be enforced in court, as long as its terms are reasonable and the information really is confidential. Overly broad NDAs may be partly unenforceable.
How long should an NDA last?
Most business NDAs protect information for 2 to 5 years. Trade secrets are often protected for as long as they remain secret. Choose the period that fits how long the information stays valuable.
Do I need a lawyer to make an NDA?
Not for routine situations such as hiring a freelancer or discussing a small project – a clear template like this is common practice. For acquisitions, investment or highly valuable technology, have a lawyer review it.
Can an NDA be signed electronically?
Yes. In most countries electronic signatures are valid for NDAs. Send the PDF through an e-signature service or sign, scan and email it.
Should freelancers sign NDAs?
Often yes – clients may ask you to sign one before sharing customer data or unreleased products. Read the duration and any non-solicitation or non-compete wording carefully before you sign.
