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Free NDA template
Two plain-English non-disclosure agreements: a mutual NDA when both sides share confidential information, and a one-way NDA when only you do. Editable in Word or Google Docs.
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Not legal advice. Check with a lawyer for your situation.
Upload the finished document, add your signers and send it. Signers never need an account, and you get a completion record anyone can check. Free plan; paid plans from $12.00 per seat a month, billed annually.
How to use it
- Choose the mutual NDA if both sides will share confidential information, or the one-way NDA if only one side will.
- Fill in the names, addresses, date and the purpose of sharing in the [square brackets].
- Check the time periods: how long new information is covered, and how long the duty of confidentiality lasts afterwards.
- Fill in the governing law and courts, then have both parties sign before any confidential information is shared.
What’s in the NDAs
Read the mutual NDA
Mutual Non-Disclosure Agreement
Not legal advice. Check with a lawyer for your situation.
This agreement is dated [date] and is between [Party A legal name], of [address], and [Party B legal name], of [address]. Each party may share confidential information with the other (as the “Discloser”) and receive it from the other (as the “Recipient”).
1. Why the information is shared
The parties want to share information so they can discuss and evaluate a possible business relationship about [describe the subject] (the “Purpose”).
2. What counts as confidential information
Confidential information means any non-public information the Discloser shares with the Recipient for the Purpose, in any form, that is marked as confidential or that a reasonable person would understand to be confidential. It includes business plans, prices, customer and supplier details, product designs, software, data and the fact that the parties are in discussions.
3. What does not count
Information is not confidential information if the Recipient can show that it:
- is or becomes public, other than through the Recipient breaking this agreement;
- was lawfully known to the Recipient before the Discloser shared it;
- was lawfully received from someone else who was free to share it; or
- was developed independently by the Recipient without using the confidential information.
4. What the Recipient must do
- Use the confidential information only for the Purpose.
- Protect it with at least the care it uses for its own confidential information, and never less than reasonable care.
- Share it only with its employees, officers, advisers and contractors who need it for the Purpose and who are bound by confidentiality duties at least as strict as these. The Recipient is responsible if they break them.
- Tell the Discloser promptly if it learns that confidential information has been used or shared without permission.
5. If the law requires disclosure
The Recipient may disclose confidential information if a law, court or regulator requires it. Where the law allows, it will tell the Discloser first so the Discloser can try to protect it, and it will disclose only what is required.
6. Returning or deleting information
When the Discloser asks in writing, the Recipient will return or delete the confidential information within [14] days. It may keep copies that it must keep by law or that sit in routine backups, and those copies stay confidential.
7. No other rights or promises
- Sharing information does not give the Recipient any licence or ownership of it.
- Neither party has to share any particular information, or to enter into any further agreement or deal.
- Information is shared “as is”. The Discloser makes no promise that it is accurate or complete, except as agreed in a later signed agreement.
8. How long it lasts
Either party may end the sharing of new information at any time by written notice. This agreement covers information shared within [2] years from its date. The duties in it continue for [3] years after the last information is shared, and for trade secrets, for as long as they remain trade secrets under the law.
9. Remedies
Breaking this agreement may cause harm that money alone cannot fix, so the Discloser may ask a court for an order to stop or prevent a breach, as well as any other remedy.
10. Reporting to authorities
Nothing in this agreement stops anyone from reporting a possible breach of law to a government agency or regulator, or from making other disclosures protected by law. [United States: under 18 U.S.C. § 1833(b), an individual is not liable under trade secret law for disclosing a trade secret in confidence to a government official or a lawyer solely to report or investigate a suspected breach of law, or in a sealed court filing.]
11. General terms
- Whole agreement. This document is the whole agreement between the parties about its subject. It replaces earlier discussions and drafts on the same subject.
- Changes. A change only counts if it is in writing and signed by both parties.
- Transfer. Neither party may transfer this agreement to someone else without the other party’s written consent, except to a business that takes over all or most of its assets.
- Notices. Formal notices go to the addresses or email addresses given at the top of this agreement, or to a new address a party gives in writing.
- If one part fails. If a court decides that one part of this agreement cannot be enforced, the rest still applies.
- Not waiving rights. If a party does not enforce a right straight away, it can still enforce it later.
- Law. This agreement is governed by the laws of [state or country], and the courts of [county or city, state or country] may hear any dispute about it.
- Signing. The parties may sign this agreement in separate copies and electronically. Together the copies are one agreement.
Signatures
Signed for the Party A: signature, name, title, date
Signed for the Party B: signature, name, title, date
Read the one-way NDA
One-Way Non-Disclosure Agreement
Not legal advice. Check with a lawyer for your situation.
This agreement is dated [date] and is between [Discloser legal name], of [address] (the “Discloser”), and [Recipient legal name], of [address] (the “Recipient”). Only the Discloser shares confidential information under this agreement.
1. Why the information is shared
The Discloser will share information so that the Recipient can [describe the purpose, for example: quote for a project, assess a possible purchase, provide advice] (the “Purpose”).
2. What counts as confidential information
Confidential information means any non-public information the Discloser shares with the Recipient for the Purpose, in any form, that is marked as confidential or that a reasonable person would understand to be confidential. It includes business plans, prices, customer and supplier details, product designs, software, data and the fact that the parties are in discussions.
3. What does not count
Information is not confidential information if the Recipient can show that it:
- is or becomes public, other than through the Recipient breaking this agreement;
- was lawfully known to the Recipient before the Discloser shared it;
- was lawfully received from someone else who was free to share it; or
- was developed independently by the Recipient without using the confidential information.
4. What the Recipient must do
- Use the confidential information only for the Purpose.
- Protect it with at least reasonable care, and at least the care it uses for its own confidential information.
- Share it only with its employees, officers, advisers and contractors who need it for the Purpose and who are bound by confidentiality duties at least as strict as these. The Recipient is responsible if they break them.
- Not copy it except as needed for the Purpose, and not try to reverse engineer any sample, prototype or software it receives.
- Tell the Discloser promptly if it learns that confidential information has been used or shared without permission.
5. If the law requires disclosure
The Recipient may disclose confidential information if a law, court or regulator requires it. Where the law allows, it will tell the Discloser first so the Discloser can try to protect it, and it will disclose only what is required.
6. Returning or deleting information
When the Discloser asks in writing, the Recipient will return or delete the confidential information within [14] days and confirm in writing that it has done so. It may keep copies that it must keep by law or that sit in routine backups, and those copies stay confidential.
7. No other rights or promises
- Sharing information does not give the Recipient any licence or ownership of it.
- The Discloser does not have to share any particular information or enter into any further agreement.
- Information is shared “as is”. The Discloser makes no promise that it is accurate or complete, except as agreed in a later signed agreement.
8. How long it lasts
This agreement covers information shared within [2] years from its date. The Recipient’s duties continue for [3] years after the last information is shared, and for trade secrets, for as long as they remain trade secrets under the law.
9. Remedies
Breaking this agreement may cause harm that money alone cannot fix, so the Discloser may ask a court for an order to stop or prevent a breach, as well as any other remedy.
10. Reporting to authorities
Nothing in this agreement stops anyone from reporting a possible breach of law to a government agency or regulator, or from making other disclosures protected by law. [United States: under 18 U.S.C. § 1833(b), an individual is not liable under trade secret law for disclosing a trade secret in confidence to a government official or a lawyer solely to report or investigate a suspected breach of law, or in a sealed court filing.]
11. General terms
- Whole agreement. This document is the whole agreement between the parties about its subject. It replaces earlier discussions and drafts on the same subject.
- Changes. A change only counts if it is in writing and signed by both parties.
- Transfer. Neither party may transfer this agreement to someone else without the other party’s written consent, except to a business that takes over all or most of its assets.
- Notices. Formal notices go to the addresses or email addresses given at the top of this agreement, or to a new address a party gives in writing.
- If one part fails. If a court decides that one part of this agreement cannot be enforced, the rest still applies.
- Not waiving rights. If a party does not enforce a right straight away, it can still enforce it later.
- Law. This agreement is governed by the laws of [state or country], and the courts of [county or city, state or country] may hear any dispute about it.
- Signing. The parties may sign this agreement in separate copies and electronically. Together the copies are one agreement.
Signatures
Signed for the Discloser: signature, name, title, date
Signed for the Recipient: signature, name, title, date
Questions
What is the difference between a mutual and a one-way NDA?
A mutual NDA protects information flowing in both directions, which suits partnerships and joint projects. A one-way NDA protects only the side that discloses, which suits sharing plans with a contractor, adviser or potential buyer.
How long should an NDA last?
Two to five years is common for business information. Trade secrets are usually protected for as long as they stay secret, which is what these templates do. Change the numbers in brackets to suit your situation.
Does an NDA stop someone reporting a crime?
No. Both templates say that nothing in them stops anyone reporting a possible breach of law to a regulator or government agency. In the United States they also include the trade secret whistleblower notice.
Can I sign an NDA electronically?
Generally yes. In the United States electronic signatures are recognised by the ESIGN Act and state UETA laws, and many other countries have similar laws.
Is this NDA template free?
Yes. Both versions are free to download and use, with no sign-up.