An NDA (non-disclosure agreement) protects shared confidential information. Key decisions: one-way vs. mutual, the definition of confidential information (marked-and-identified beats everything-we-tell-you), standard exclusions (publicly known, already known, independently developed, legally compelled), the term (2–5 years for general business information; trade secrets protected as long as they stay secret), and remedies including injunctive relief. NDAs cannot lawfully block whistleblowing, and the federal Defend Trade Secrets Act requires an immunity notice in NDAs with employees and contractors.
Free Non-Disclosure Agreement (NDA) Template
Reviewed by the Agiled editorial teamUpdated June 2026
The NDA is the most-signed and least-read contract in business — and the gap between a good one and a bad one is precision. A definition of confidential...
Part of our free contract template library — 75+ agreements in Word and PDF, ready to customize and sign.
Full template text
The following is a complete, usable non-disclosure agreement. Customize the bracketed fields to suit your specific situation.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] (the "Effective Date") by and between:
Disclosing Party: [Full Legal Name], with a principal address at [Address] ("Disclosing Party")
Receiving Party: [Full Legal Name], with a principal address at [Address] ("Receiving Party")
The Disclosing Party and the Receiving Party are collectively referred to as the "Parties" and individually as a "Party."
1. Purpose
The Disclosing Party intends to disclose certain confidential and proprietary information to the Receiving Party for the purpose of [describe purpose, e.g., "evaluating a potential business relationship between the Parties"] (the "Purpose"). This Agreement sets forth the terms and conditions under which such information will be disclosed and protected.
2. Definition of Confidential Information
"Confidential Information" means any and all non-public information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, visual, or other form. This includes, without limitation, trade secrets, business plans, financial data, customer and supplier lists, marketing strategies, product designs, software code, technical specifications, inventions, and any other information designated as confidential at the time of disclosure. Information disclosed orally shall be considered Confidential Information if it is identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days thereafter.
3. Obligations of the Receiving Party
The Receiving Party agrees to hold the Confidential Information in strict confidence and to not disclose it to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information solely for the Purpose described in this Agreement and shall not use it for any other purpose, including its own benefit or the benefit of any third party. The Receiving Party shall restrict access to the Confidential Information to its employees, agents, and advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. The Receiving Party shall protect the Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
4. Exclusions from Confidential Information
The obligations of this Agreement shall not apply to information that: (a) is or becomes publicly available through no fault or action of the Receiving Party; (b) was already in the Receiving Party's possession prior to disclosure, as demonstrated by written records; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information; or (d) is disclosed to the Receiving Party by a third party who is not subject to any confidentiality obligation with respect to such information.
5. Compelled Disclosure
If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing prior to such disclosure, to the extent legally permitted, so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only the minimum amount of Confidential Information required to comply with the legal obligation.
6. Term
This Agreement shall remain in effect for a period of [Number] years from the Effective Date, unless terminated earlier by either Party upon thirty (30) days' written notice to the other Party. The confidentiality obligations set forth in this Agreement shall survive termination and remain in effect for a period of [Number] years following termination or expiration of this Agreement, or for as long as the Confidential Information remains a trade secret under applicable law, whichever is longer.
7. Return of Materials
Upon termination or expiration of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including all copies, notes, summaries, and extracts thereof, whether in physical or electronic form. The Receiving Party shall certify in writing that it has complied with this obligation within fifteen (15) days of such request or termination.
8. Remedies
The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and specific performance, in addition to any other remedies available at law or in equity, without the necessity of proving actual damages or posting a bond.
9. No License
Nothing in this Agreement grants the Receiving Party any license, title, or interest in the Confidential Information or any intellectual property rights of the Disclosing Party. The Disclosing Party retains all rights, title, and interest in its Confidential Information and intellectual property.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State/Jurisdiction], without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved in the courts of [State/Jurisdiction].
11. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral. This Agreement may not be amended or modified except by a written instrument signed by both Parties.
12. Signatures
Disclosing Party:
Name: ____________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________
Receiving Party:
Name: ____________________________
Title: ____________________________
Signature: ________________________
Date: ____________________________
- Direction
- One-way or mutual
- Typical term
- 2 – 5 years; trade secrets indefinite
- Standard exclusions
- 4: public, known, independent, compelled
- DTSA notice
- Required for employee/contractor NDAs
What your non-disclosure agreement should cover
Parties and direction
One-way (one discloser, one recipient — pitches, vendor diligence) or mutual (both sides share — partnerships, M&A talks). Mutual NDAs negotiate faster because both sides eat their own cooking on every clause.
Definition of confidential information
The clause that decides everything. Strongest practice: categories of information named (financials, customer lists, product plans, code), with a marking-or-identification convention for borderline material. 'All information disclosed' reads strong and litigates weak.
The four standard exclusions
Information that is or becomes public without breach; already lawfully known to the recipient; independently developed without use of the disclosure; or received lawfully from a third party. Every legitimate NDA has these — their absence signals an unserious or predatory draft.
Legally compelled disclosure
Subpoenas and regulator demands: the recipient may comply, with prompt notice to the discloser (where lawful) and cooperation on protective orders. Notice-and-cooperate, not refuse-and-contempt.
Permitted use and need-to-know
Confidential information used only for the stated purpose ('evaluating the potential transaction') and shared internally only with people who need it and are bound by equivalent obligations. The purpose limitation is what stops diligence material from becoming competitive intelligence.
Term and survival
Confidentiality obligations commonly run 2–5 years from disclosure for ordinary business information. Trade secrets survive as long as they remain trade secrets — say so separately, because a 3-year blanket term can accidentally time-out trade-secret protection.
Return or destruction
On request or termination: return or destroy materials and copies, certify destruction, with a standard carve-out for archival/backup copies retained under continuing confidentiality.
Remedies and injunctive relief
Acknowledgment that breach causes irreparable harm, entitling the discloser to seek injunctive relief without posting bond, alongside damages. This clause is why NDAs deter — money after the leak rarely fixes the leak.
DTSA whistleblower immunity notice
Federal law (Defend Trade Secrets Act) gives immunity for confidential disclosure of trade secrets to government officials or attorneys for reporting suspected lawbreaking — and requires employers to give notice of it in NDAs with employees and contractors, on pain of losing exemplary damages and attorney fees in trade-secret suits.
What an NDA cannot do
It can't block reports to regulators (SEC awards have been paid over NDAs that tried), can't conceal illegal conduct, and — under the federal Speak Out Act — can't pre-emptively silence sexual-assault and harassment claims. Drafting around these limits voids clauses, not claims.
No license, no obligation to proceed
Disclosure grants no IP license and no commitment to do the deal. Standard, and worth keeping — NDAs precede deals that mostly don't happen.
NDA structure choices (U.S., 2026)
| Choice | Standard practice | Notes |
|---|---|---|
| Direction | Mutual for partnerships | One-way for pitches/vendors |
| Confidentiality term | 2 – 5 years | From disclosure or termination |
| Trade-secret survival | Indefinite | While secrecy is maintained |
| Exclusions | The standard four | Public/known/independent/third-party |
| Remedies | Injunction + damages | Irreparable-harm acknowledgment |
| Employee/contractor NDAs | DTSA notice included | Preserves enhanced remedies |
| Governing law | Discloser's home state | Negotiable in mutual NDAs |
NDA enforceability varies by state and context — some states limit perpetual terms for non-trade-secret information, and employment-context NDAs face growing statutory limits. High-stakes disclosures deserve attorney review.
How non-disclosure agreements work in practice
The startup pitch and the investor who won't sign
Founders learn quickly that VCs almost never sign NDAs at the pitch stage — they see too many similar ideas to accept conflict-out obligations. The professional pattern: pitch the what without the how (no source code, no formulas, no customer lists), and reserve the NDA for genuine diligence after a term sheet, when the investor's deeper look at financials and technology justifies mutual confidentiality. An NDA demanded too early reads as inexperience; an NDA skipped at diligence is malpractice.
Vendor and contractor disclosures
The everyday NDA: a company shares specs, roadmaps, or customer data with a vendor, agency, or freelancer. One-way protection with a tight purpose clause, need-to-know circulation, and — when the counterparty is an individual contractor — the DTSA immunity notice that preserves the company's enhanced trade-secret remedies. The companion clause worth adding: data-handling terms (security standards, breach notice) when the confidential material includes personal data, because an NDA alone is not a data-processing agreement.
M&A and partnership diligence
Mutual NDAs at deal stage carry extra machinery: a non-solicitation clause (don't hire away the people you met in diligence — typically 12 months), sometimes a standstill, clean-team provisions when competitors examine sensitive data, and careful term design — the deal talks may die, but the disclosed pricing and strategy stay sensitive for years. Residuals clauses (memory carve-outs that let recipients use what their people remember) appear in tech NDAs and should be read with suspicion — a broad residuals clause can quietly swallow the agreement.
Mistakes that weaken a non-disclosure agreement
Defining everything as confidential
When 'all information disclosed' is confidential, courts in many states narrow or void the obligation as unreasonable — and recipients can't comply meaningfully anyway. Categories plus a marking convention protect more by claiming less.
One term for everything
A flat 3-year term quietly converts trade secrets into time-limited information. Split the survival: ordinary confidential information 2–5 years; trade secrets for as long as they qualify.
Omitting the DTSA notice
Without the whistleblower-immunity notice, an employer suing an employee or contractor under the federal trade-secrets statute forfeits exemplary damages and attorney fees. One paragraph, statutorily scripted, frequently missing.
Missing exclusions
An NDA without the four standard exclusions binds the recipient to protect information the whole market already has. Sophisticated counterparties will redline it; unsophisticated ones will breach it innocently.
Treating signature as protection
An NDA is a remedy, not a lock. Disclose in tiers, mark sensitive material, log what was shared with whom — the practices that make the remedy provable when it matters.
How to use this template
- 01
Download the NDA template in Word or PDF.
- 02
Choose one-way or mutual, and name the parties and the purpose of disclosure.
- 03
Define confidential information by category, with a marking-or-identification convention.
- 04
Confirm the four standard exclusions and the compelled-disclosure procedure.
- 05
Set the term — 2–5 years general, indefinite for trade secrets — and the return/destruction terms.
- 06
Add the DTSA notice for employee or contractor recipients, then sign before anything sensitive is shared.
Skip this template if…
- Non-compete restrictions — limiting where someone can work is a different (and increasingly regulated) instrument; use a non-compete agreement where lawful.
- Data processing compliance — sharing personal data needs a DPA with security and breach terms, not just confidentiality.
FAQs
What does an NDA actually protect?
The confidential information the agreement defines — ideally by category (financials, customer lists, technology, plans) with a marking convention. It does not protect information that's public, already known to the recipient, independently developed, or lawfully obtained elsewhere — the four standard exclusions in every legitimate NDA.
How long should an NDA last?
Two to five years is standard for ordinary business information; trade secrets should be carved out to survive as long as they remain secret. A single flat term for everything either over-restricts ordinary information or — worse — accidentally expires trade-secret protection.
What's the difference between a mutual and one-way NDA?
A one-way NDA protects a single discloser (pitches, vendor evaluations); a mutual NDA binds both parties identically (partnerships, M&A diligence). Mutual drafts negotiate faster because every clause applies to both sides — no one drafts traps for themselves.
Are NDAs enforceable?
Yes, when reasonably drafted: a clear definition, standard exclusions, and a sensible term. Courts narrow or void overbroad agreements, and statutes carve out hard limits — no NDA can block whistleblowing to regulators, conceal illegal conduct, or (under the federal Speak Out Act) pre-emptively silence sexual-harassment claims.
What is the DTSA notice and do I need it?
The Defend Trade Secrets Act requires employers to notify employees and contractors, in any confidentiality agreement, of their immunity for disclosing trade secrets confidentially to the government or an attorney to report suspected lawbreaking. Omit it and the employer loses exemplary damages and attorney fees in federal trade-secret litigation against that person.
Will investors sign an NDA?
Venture investors almost never sign NDAs at the pitch stage — too many overlapping ideas cross their desks to accept the conflict exposure. Standard practice: pitch without revealing the secret sauce, then put a mutual NDA in place at the diligence stage, when detailed financials and technology actually change hands.
NDA Template requirements by state
State law fills in this template's blanks — deadlines, caps, and enforceability rules differ meaningfully across state lines. Pick your state for the specific rules:
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