NDA Template — Generate a Non-Disclosure Agreement

1. Choose mutual or one-way. If information is moving in both directions — and in most partnership conversations it is — choose mutual. It signs faster.
2. Name the parties and the purpose. The "purpose" clause is the one most people skip and the one that does the most work: it limits what the recipient is allowed to do with your information, not just who they can show it to.
3. Set the term and governing state. The template adjusts to the state you select, including the clauses that particular states treat differently.
4. Export or send for signature. PDF and Word export, or send for e-signature and let the signed original and its audit trail land in your Document Vault.

• Definition of confidential information. Specific enough to be meaningful, broad enough to cover what you'll actually share. "Everything we ever say" is not enforceable; a list of categories plus a marking convention is.
• Standard exclusions. Information that is already public, was already known to the recipient, is independently developed, or is lawfully received from a third party. Leaving these out is a red flag that gets NDAs narrowed by courts.
• Permitted disclosures. Employees and advisors with a need to know, bound by equivalent obligations — plus compelled disclosure by law with notice to the disclosing party.
• Term and survival. How long the obligation lasts, and which obligations outlive the agreement.
• Return or destruction. What happens to the material when the discussion ends.
• No license granted. Sharing information is not a transfer of rights in it.
• Remedies. Injunctive relief, because money damages are famously hard to prove for a leak.
• Whistleblower immunity notice. Required under the US Defend Trade Secrets Act to preserve certain remedies against employees and contractors.

Use one before sharing product roadmaps, source code, customer lists, pricing models, unpublished financials, or manufacturing specifications; before an acquisition conversation; when hiring a contractor who will see internal systems; and when engaging an agency, bookkeeper, or developer.

Skip it when the information is already public, when you're pitching most institutional venture investors (they generally decline to sign at the pitch stage and asking signals inexperience), and when the NDA would be the entire relationship — if the real concern is that a contractor will take your clients, the right instrument is a properly negotiated services agreement with IP assignment, not a confidentiality clause stretched to cover it.

Upload it to the AI Document Copilot for a plain-English summary and a red-flag list: perpetual terms, definitions that capture your pre-existing knowledge, one-sided indemnities, non-compete language hiding in a confidentiality agreement, and jurisdiction clauses that would force you to litigate in another state.

Copilot also suggests replacement language you can send back, which is usually all a redline needs to be.

• Independent contractor agreement — the NDA protects the information; this assigns the IP and sets payment terms.
• LLC operating agreement — confidentiality between members of the same company.
• Master service agreement with SOWs — where the NDA is usually incorporated by reference.
• Demand letter — for when the NDA is breached and you need to put the other side on notice before filing.