Generate a customizable Non-Disclosure Agreement free. Choose mutual or one-way, set jurisdiction and confidentiality terms, and export a ready-to-use NDA.
This tool assembles a plain-text non-disclosure agreement from a four-step form. You choose mutual or one-way, name both parties, describe the purpose of the disclosure, pick which categories of information are covered, set a term, optionally add non-solicitation and non-compete clauses, and then copy or download the finished text. Everything happens in your browser — the party names, addresses and purpose you type are never sent anywhere.
Be clear about what that gets you. The generator produces a conventional NDA skeleton with the clauses most agreements contain, populated with your details. It is a drafting shortcut and a way to see the decisions laid out in front of you. It is not legal advice, and the output is not execution-ready work: a real agreement should be reviewed by a qualified lawyer in the relevant jurisdiction before anyone signs it. The honest use of this page is to arrive at that review with a draft and a list of decisions already made, rather than a blank page.
| Step | Fields | Effect on the document |
|---|---|---|
| 1. Agreement type | Mutual or one-way; effective date; jurisdiction | Sets the party labels, the date in the header, and the governing law section |
| 2. Party information | For each side: organisation or individual name, address, representative name, title | Fills the Parties section and the signature blocks |
| 3. Terms and scope | Purpose of disclosure; categories of confidential information; term; optional non-solicitation and non-compete | Fills sections 2, 3, 6 and the optional restrictive-covenant section |
| 4. Review and export | None — the assembled document is shown for reading | Copy to clipboard, download as .txt, or download as PDF |
Any field you leave blank appears in the output as a bracketed placeholder such as [Party Name], [Address] or [Purpose of Disclosure]. That is deliberate: the document stays generatable while incomplete, and the brackets show a reviewer exactly what still needs filling. The one exception is the effective date, which falls back to today's date rather than a placeholder if you skip it.
The first toggle changes more than a word. In a mutual NDA the two sides are labelled Party A and Party B, and the confidentiality obligations are written so that whichever side is disclosing at a given moment becomes the Disclosing Party and the other becomes the Receiving Party. In a one-way NDA the labels become Disclosing Party and Receiving Party permanently, and the obligations run in one direction only.
The practical test is whether information will actually flow both ways. Two companies exploring a partnership will each show the other roadmap and financial material, so mutual fits. A company briefing a contractor, or sharing figures with a prospective buyer who shares nothing back, is a one-way situation. Signing a mutual agreement when only one side discloses is not usually harmful, but it does place obligations on the discloser that they may not have intended to accept, and it makes the document harder to enforce cleanly because both parties can claim protected status.
Step 3 offers ten checkboxes for the categories the definition should name explicitly. Four are ticked by default: trade secrets, business plans, financial data and technical data. The remaining options are customer lists, employee information, marketing strategies, proprietary software and code, product designs, and an Other entry that reveals a free-text box so you can add anything specific to your situation.
Whatever you tick appears as a bullet list inside section 3. The section is written as an inclusive definition — the categories follow the phrase "including but not limited to" — and it also sweeps in notes, analyses and derivative documents that the receiving side prepares from the material. The definition covers disclosures made orally, in writing, electronically, or by any other means.
The definition is broad by design, and breadth cuts both ways. A wide definition protects the discloser but is harder for the receiving side to comply with in practice, because anything and everything discussed becomes arguably confidential. If you are on the receiving end, narrowing the definition — or adding a requirement that material be marked as confidential — is one of the most common negotiated changes, and this generator does not offer it. Note that too, and raise it in review.
Section 5 lists four carve-outs from the confidentiality obligation. They are displayed as checked boxes on the form, but they are read-only: every generated document contains all four, and none can be removed or edited here.
These four are the standard set and their presence is generally uncontroversial. Worth knowing: the compelled-disclosure carve-out here is written as a flat exclusion. Many negotiated NDAs instead keep such disclosures inside the agreement but require the receiving party to notify the discloser first and cooperate in seeking protective treatment. If that matters to you, it is an edit to make after export.
The duration dropdown offers 1, 2, 3, 5 or 10 years, or perpetual, and defaults to two years. Your choice drives two sentences in section 6: the agreement remains in effect for that period, and the confidentiality obligations survive termination for the same period. Choosing perpetual makes both indefinite.
| Setting | Options | Fixed or configurable |
|---|---|---|
| Term of the agreement | 1, 2, 3, 5, 10 years, or perpetual | Configurable (defaults to 2 years) |
| Survival of confidentiality after termination | Mirrors the term you chose | Fixed — follows the term, not separately settable |
| Termination notice period | 30 days written notice, either party | Fixed in the template |
| Non-solicitation period | 12 months after termination | Fixed when the clause is enabled |
| Non-compete period | Free text, defaults to "1 year" | Configurable |
| Governing law | One of 20 listed jurisdictions | Selectable from the list only |
The distinction between term and survival is the part people most often skip. A two-year term with two-year survival does not mean the information is protected for two years total; the clock on survival starts when the agreement ends. Trade-secret material is also frequently given perpetual protection while the rest of the agreement runs for a fixed period — a split this template does not express, since one duration governs both.
Two switches at the bottom of step 3 add a further section to the document. Non-solicitation prevents either side from soliciting, recruiting or hiring the other's employees, contractors or consultants who were involved in the work, for twelve months after termination. Non-compete stops the receiving party from engaging in business activity that directly competes with the disclosing party's business as it relates to the stated purpose, for a period you type in yourself.
Enabling either one shifts the numbering of everything after it: General Provisions, Governing Law and Signatures each move down by one. That is handled automatically, but it means two documents generated with different settings will not have matching section numbers — something to watch if you are referring to "section 9" in an email thread.
These are also the two clauses whose treatment differs most sharply between jurisdictions, and the rules governing non-competes in particular have been actively contested and revised in several places in recent years. The generator applies the same wording regardless of which of the twenty jurisdictions you select. If you switch either of these on, treat legal review as necessary rather than optional.
The jurisdiction dropdown is a fixed list: twelve US states (California, New York, Texas, Delaware, Florida, Illinois, Washington, Massachusetts, Georgia, Virginia, Colorado and Pennsylvania), England and Wales, Ontario, British Columbia, Germany, France, Australia, Singapore and India. There is no free-text option, so if your governing law is somewhere else, generate the document with the field left blank — it will read [Jurisdiction] in both places it appears — and fill it in afterwards.
The selection populates two things: the law the agreement is construed under, and the exclusive jurisdiction for disputes. Both are set to the same place, with conflict-of-laws provisions disclaimed. Splitting them, or substituting arbitration for court jurisdiction, is a post-export edit.
Sections in order: Parties, Purpose, Definition of Confidential Information, Obligations of the Receiving Party, Exclusions, Term and Termination, Return of Materials, Remedies, the optional restrictive covenants, General Provisions, Governing Law, and Signatures. The obligations section requires reasonable care as a floor, restricts use to the stated purpose, limits internal access to a need-to-know basis under equivalent confidentiality terms, and requires prompt notice of any unauthorised disclosure. Return of Materials covers return, destruction and written certification. Remedies records that damages may be inadequate and preserves the right to seek injunctive relief. General Provisions covers severability, entire agreement, amendments in writing, waiver, assignment and notices.
Clauses that commonly appear in negotiated NDAs and are not in this output:
None of those omissions makes the draft wrong; a short NDA without them is a real and common thing. They are simply the gaps most likely to come back in redlines, so knowing about them ahead of time is useful.
Step 4 renders the whole document for reading and gives you three actions. Copy to clipboard puts the plain text on your clipboard. Download TXT saves it as nda-agreement.txt. Download PDF writes the same text into a simple monospaced-layout PDF if a PDF library is already loaded in the page, and otherwise quietly falls back to the same .txt download — so if you press it and get a text file, that is the fallback, not a failure.
The output is plain text with heavy horizontal rules between sections, which pastes cleanly into a word processor but carries no styling. Expect to spend a few minutes applying headings and numbering in your editor of choice before it looks like a document you would attach to an email.
On privacy: the entire generator runs client-side. No form data is transmitted, and there is no account, no autosave and no draft storage. The consequence is that refreshing or closing the tab discards everything you entered — export before you navigate away. If you are drafting something with sensitive party names or a revealing statement of purpose, that isolation is a genuine advantage over pasting the same details into an online document service.
[ — every remaining bracketed placeholder is an unfilled fieldIf the document you actually need is a scope-and-deliverables agreement rather than a confidentiality one, the statement of work generator follows the same four-step, client-side pattern.