Non-Disclosure Agreement (NDA) Template

An NDA is worth signing whenever disclosing information would cost you something if the other side walked away and used it. It is not worth signing for information that is already public, and courts routinely refuse to enforce NDAs that try to cover everything indiscriminately.

• Pitching a product or business idea to a potential partner or investor
• Hiring a contractor, agency, or freelancer who will see internal systems
• Discussing an acquisition, merger, or investment
• Sharing customer data, pricing, or margins with a supplier
• Onboarding an employee who will work with proprietary methods or code

A one-way (unilateral) NDA protects one side — you're disclosing, they're receiving. Use it when the information only flows in one direction, such as sharing designs with a manufacturer.

A mutual NDA binds both parties and is standard for partnership talks, joint ventures, and M&A discussions where each side will see the other's numbers. Mutual NDAs get signed faster because neither party has to argue about fairness.

• Legal names and entity types of both parties
• A definition of what counts as confidential information
• The purpose the information may be used for
• How long the obligation lasts — commonly two to five years, indefinite for trade secrets
• Standard carve-outs: already public, independently developed, or required by court order
• Governing state law and where disputes get resolved

Scope and duration decide enforceability. An NDA that defines confidential information as "all information of any kind, forever" is far more likely to be struck down than one that names categories and sets a term.

Keep the carve-outs. Every enforceable NDA excludes information that was already public, that the receiving party already had, that they developed independently, or that a court orders disclosed. Removing them makes the agreement look punitive rather than protective.

An NDA is not a non-compete. If you also need to stop someone from launching a competing product, that's a separate clause with its own state-law limits — several states, including California, will not enforce employee non-competes at all.

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Easy Legal AI is not a law firm and does not provide legal advice or attorney representation. This page and the documents it creates are self-help tools. Laws differ by state and change over time — for a high-value dispute or an unusual situation, have a licensed attorney in your state review the document before you rely on it.