NDA template
A standard mutual or one-way non-disclosure agreement, as a PDF, with every clause shown before you download it. Conventional terms only — a definition, the usual exclusions, an obligation of care, a term and a return provision. It is a template, not legal advice.
The names and the purpose you type never leave this tab, which matters more here than on most pages: the fact that two particular companies signed an NDA about a particular thing is itself worth knowing.
Party A
Party B
Read it first — 11 clauses
- PurposeThe parties wish to explore a possible working relationship between the parties (the "Purpose"). In connection with the Purpose, each party may disclose to the other information that is confidential or proprietary.
- Confidential Information"Confidential Information" means any information disclosed in connection with the Purpose, in any form, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes technical data, business plans, customer and supplier information, pricing, source code, designs and know-how.
- ExclusionsConfidential Information does not include information that: (a) is or becomes public through no breach of this agreement; (b) was known to the receiving party before disclosure, without an obligation of confidence; (c) is received from a third party who was free to disclose it; or (d) is independently developed without reference to the Confidential Information.
- ObligationsEach party shall keep the Confidential Information confidential, use it solely for the Purpose, and disclose it only to those of its employees, officers and professional advisers who need it for the Purpose and who are bound by obligations of confidence no less protective than these. Each party shall protect it using at least the degree of care it applies to its own confidential information, and in no event less than reasonable care.
- Required DisclosureNothing in this agreement prevents disclosure required by law, regulation or an order of a court or competent authority. Where permitted, the party required to disclose shall give the other prompt notice so that it may seek a protective order, and shall disclose only what is legally required.
- TermThis agreement takes effect on the Effective Date. The obligations of confidentiality continue for 3 years from the date of disclosure of the information concerned, and survive any termination of discussions between the parties.
- Return or DestructionOn written request, each party shall promptly return or destroy all Confidential Information in its possession, and confirm in writing that it has done so. This does not require the deletion of copies held in routine backups or retained where required by law or regulation, which remain subject to this agreement for as long as they are retained.
- No Licence and No ObligationAll Confidential Information remains the property of the disclosing party. Nothing in this agreement grants any licence or right under any patent, copyright, trade mark or other intellectual property right, and nothing obliges either party to enter into any further agreement or transaction.
- No WarrantyConfidential Information is provided "as is". Neither party makes any representation or warranty as to its accuracy or completeness, except as may be set out in a separate written agreement.
- Governing LawThis agreement is governed by the laws of England and Wales, and the parties submit to the exclusive jurisdiction of its courts.
- Entire AgreementThis agreement is the entire agreement between the parties in relation to its subject matter and supersedes any prior understanding on that subject. It may be amended only in writing signed by both parties. If any provision is held unenforceable, the remainder continues in full force.
Both parties need a name before it can be written.
A conventional agreement with the clauses a reader expects to find. It is a template rather than legal advice — if the information at stake is worth an argument, it is worth a solicitor reading this first.
Nothing is uploaded. The PDF is written by this page, on your own machine.
What an NDA actually does
It does one thing: it makes a conversation confidential, so that information shared in it can be used for the purpose you both agreed and nothing else. That is the whole mechanism. It does not stop someone competing with you, it does not stop them hiring your staff, and it does not stop them having had the same idea independently — those are different agreements with different names, and trying to smuggle them into an NDA is how a perfectly good one gets argued about.
The two clauses that do the work are the definition of Confidential Information and the exclusions. The definition says what is covered; the exclusions say what is not, and they are not concessions you are making out of politeness. Every jurisdiction recognises them, and an agreement that leaves them out is not stronger, it is simply one a court has to fix on your behalf.
Mutual or one-way
| Mutual | One-way | |
|---|---|---|
| Who discloses | Both parties | One party |
| Who is bound | Both parties | The receiving party |
| Typical use | Two businesses in discussion | Briefing a contractor or freelancer |
| Usual reaction | Signed without much argument | Sometimes met with a request to make it mutual |
If you are not sure, choose mutual. Conversations that start one-directional rarely stay that way — the moment the other side says "we tried that and here is why it did not work", they have disclosed something too. A mutual agreement also lands better, because asking someone to accept obligations you are not taking on yourself sets a tone before the substance has even been discussed.
The exclusions are the part people skip
There are four, and each exists because of a situation that would otherwise be unfair. Information that is already public cannot be made secret by an agreement. Information the recipient already knew is not yours to restrict. Information from a third party who was free to pass it on is that third party's business. And anything the recipient develops independently, without reference to what you told them, remains theirs.
That last one is the one that matters commercially, and the one people try to delete. Do not: an NDA that purports to stop a company from continuing its own existing work is the kind that gets refused by their lawyer and delays the deal by a fortnight. If independent development is genuinely the risk, the answer is a narrower purpose clause, not a broader restriction.
Required disclosure, and why the carve-out is there
This agreement says explicitly that nothing in it prevents disclosure required by law or by a court order. That is not weakness. An NDA that appeared to forbid answering a court is unenforceable in that respect anyway, and the attempt colours how the rest of the document is read.
What the clause does add is a duty to give the other side prompt notice where that is permitted, so they can seek a protective order, and to disclose only what is actually required. That is the useful, enforceable version of the protection people are reaching for when they ask for something absolute.
Term: three years, five, or forever
The obligation here runs for the number of years you choose from the date each piece of information was disclosed, and survives the discussions ending. Three years is the common default for commercial information and five is unremarkable. Perpetual obligations get proposed a great deal and enforced rather less: a court asked to restrain someone indefinitely over ordinary business information tends to ask what is left to protect after a decade.
Genuine trade secrets — a formula, a process, something with real independent value that is actively kept secret — are protected by trade secret law regardless of what an NDA says, and that protection does not expire on a schedule. If that is what you are dealing with, this template is a starting point and a specialist should see it.
What this template deliberately leaves out
No liquidated damages figure. In England and Wales a fixed sum payable on breach, if it is not a genuine pre-estimate of loss, is a penalty and is unenforceable — so a number invented by a template generator is worse than no number, because it invites an argument about the clause instead of about the breach.
No non-compete and no non-solicitation. Both are heavily fact-dependent, both are restraints of trade, and both are struck down routinely when drafted too widely. They belong in a document written for your situation by someone who knows it. And nothing that could prevent a person reporting wrongdoing — a clause of that kind is void, and increasingly the sort of thing that ends up being written about.
Why this one runs in your browser
Every field on this page is commercially sensitive in combination. Two company names, a date and a sentence describing the purpose is, in a single line, the news that these two businesses are in discussion about that subject as of that day. It is exactly the information that leaks before an acquisition.
So none of it is sent anywhere. The PDF is assembled in this tab by code already loaded, the download comes from memory on your own machine, and there is no server involved to keep a copy. You can watch the Network tab while you use it.
Questions
How do I write an NDA?
Fill in who the two parties are, what they are talking about, and how long the obligation should last. The clauses themselves are standard and are shown to you in full before you download anything — a definition of what counts as confidential, the exclusions every jurisdiction recognises, an obligation of care, a term, and a return-or-destroy provision.
Is a free NDA template legally binding?
A signed NDA is a contract, and this one contains the terms a court would expect to see. What a template cannot do is know your situation. If the information at stake is worth an argument — a trade secret, a funding round, a source code escrow — the sensible order is to generate a draft here and pay a solicitor to read it, which costs a fraction of drafting from nothing.
What is the difference between a mutual and a one-way NDA?
In a mutual NDA both sides disclose and both sides are bound. In a one-way NDA only one side discloses, and only the other carries the obligations. Mutual is the usual choice for two businesses talking to each other, because conversations rarely stay one-directional; one-way suits a company briefing a contractor or a freelancer.
How long should an NDA last?
Three to five years is conventional for commercial information. Shorter looks unserious; much longer becomes hard to defend, because a court asked to enforce an indefinite restriction on ordinary business information tends to look at it unsympathetically. Genuine trade secrets are a separate matter and are usually protected by trade secret law rather than by the clock in an NDA.
What should an NDA never contain?
A bar on disclosing to a court or regulator, which is unenforceable and reads as an attempt to obstruct one. A penalty for breach expressed as a fixed sum, which in England and Wales is likely to be struck out as a penalty clause. And anything preventing someone reporting a crime or a safety concern. None of those appear here.
Does the NDA get uploaded anywhere?
No. The names, the company numbers and the purpose you type are the sensitive parts — knowing that two named companies signed an NDA last Tuesday about an acquisition is itself commercially useful information. The PDF is written by this page on your own machine, and no request carries any of it.
Do both parties have to sign?
Yes. The PDF leaves a signature block and a date line for each party. A mutual NDA signed by one side binds nobody; a one-way NDA is normally signed by both anyway, because the disclosing side is agreeing to the terms on which it discloses.
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