📄 NDA Generator

Create a complete Non-Disclosure Agreement. Toggle between mutual and one-way, fill in the details, then copy or print.

NDA Settings

Disclosing Party (Full Legal Name)

Receiving Party (Full Legal Name)

Effective Date

Purpose of Disclosure

Confidentiality Term (years)

Governing State

Optional Provisions

Include Non-Solicitation Clause Include Non-Compete Clause

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⚠️ Attorney Disclaimer This tool generates NDA templates for general reference and drafting purposes only. It does not constitute legal advice and does not create an attorney-client relationship. NDAs involve jurisdiction-specific requirements and nuanced obligations. Have any agreement reviewed by a licensed attorney before execution, particularly for high-value or sensitive transactions.

NDA Best Practices

A Non-Disclosure Agreement is only as strong as its drafting. Courts routinely refuse to enforce NDAs with overly broad definitions, indefinite terms, or unenforceable non-compete provisions. Following best practices ensures your NDA holds up when it matters most.

Define "Confidential" Precisely

Overly broad definitions can make the entire NDA unenforceable. Be specific about what information is protected and in what form (written, oral, digital).

Set a Reasonable Term

Courts are skeptical of perpetual NDAs. 2–5 years is standard for most commercial NDAs; trade secret protection may be longer under applicable law.

Mutual vs. One-Way

Use a mutual NDA when both parties are sharing sensitive information. A one-way NDA is appropriate when only one party is disclosing — e.g., before a job interview or pitch.

List Exclusions Clearly

Standard exclusions (public knowledge, prior knowledge, independent development) are legally required in most jurisdictions and make the NDA fairer and more enforceable.

Non-Compete Caution

Non-compete clauses are unenforceable in California and heavily restricted in other states. Consult an attorney before including one, especially for employment contexts.

Get Signatures

An NDA without signatures is unenforceable. Both parties must sign and date the agreement. Electronic signatures are generally valid under ESIGN and UETA.