NDA Generator

## Generating an NDA Template This tool produces a customizable Non-Disclosure Agreement you can use as a starting point for protecting confidential information shared between two parties. You choose the structure — one-way or mutual — and the governing jurisdiction, and the generator assembles standard clauses into a clean draft. ## One-Way vs. Mutual - **One-way (unilateral)** — only one party discloses confidential information and the other agrees to protect it. Common when you share sensitive details with a vendor, contractor, or job candidate who has nothing comparable to share back. - **Mutual (bilateral)** — both parties expect to exchange confidential information, as in a partnership discussion, joint venture, or potential acquisition. Each side owes the other the same duty of confidentiality. ## What an NDA Typically Defines A workable NDA usually addresses: - **Definition of confidential information** — what is covered, and common carve-outs (already public, independently developed, lawfully obtained elsewhere). - **Obligations** — how the receiving party must handle, store, and limit access to the information. - **Term and survival** — how long the agreement lasts and how long confidentiality obligations persist afterward. - **Jurisdiction and governing law** — which state's or country's law applies and where disputes are resolved. ### Choosing a Jurisdiction The governing-law selection matters because confidentiality and trade-secret rules vary by region. Pick the jurisdiction that genuinely connects to the parties or the deal rather than a default. ## Important Note This generator produces a template, not legal advice, and it is not a substitute for review by a qualified attorney — especially for high-value relationships or unusual terms. Use the output as a first draft to refine with counsel. ## Privacy The document is assembled entirely in your browser. The names, terms, and details you enter are never transmitted to a server, so you can draft agreements involving sensitive parties without anything leaving your machine.