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NDA Generator
Use this free nda generator to create a non-disclosure agreement in minutes. Fill in the two parties, the purpose of the disclosure, the dates and the term, and the tool drafts a full NDA with the standard sections — definition, obligations, exclusions, term, return of materials, and remedies. Copy it or download it, then have a lawyer review it before anyone signs.
How it works
An NDA, short for non-disclosure agreement, is a contract that sets the rules for sharing private information. One side — or both sides — agrees to keep what is shared secret and to use it only for the purpose written in the agreement. This generator drafts that agreement from the details you enter, in plain language, with the sections a real NDA needs.
Start with the two parties. The disclosing party is the one sharing the information, and the receiving party is the one who must keep it secret. Use full legal names, including the company form, such as "Acme Supplies LLC", rather than a first name or a nickname — the agreement is only useful if it names the right people. Then write the purpose in one short phrase, such as "evaluating a potential supply partnership". The purpose matters more than it looks: the receiving party is only allowed to use the information for that purpose, so a narrow purpose is safer than a vague one.
Next, set the effective date and the term. The term is how long the agreement itself runs, from 1 to 5 years; the duty to keep the information secret usually continues for the same period after the agreement ends, and the generated text says so. Then choose one-way or mutual. In a one-way NDA, only the disclosing party shares information and only the receiving party takes on the duty of confidentiality. In a mutual NDA, both parties share and both take on the duty — the right choice when two businesses are exploring a partnership together. Finally, name the governing law, such as "the State of California": this decides which courts and which rules apply if there is a dispute.
Mutual: A and B disclose to each other · both keep it secret
The generated text has seven parts. The definition section says what counts as confidential information. The obligations section says what the receiving party must and must not do. The exclusions section lists what the agreement does not cover — public information, information already known, information developed independently, and information required by law. The term section sets the length. The return of materials section requires the receiving party to give back or destroy the information when asked. The remedies section explains what happens if the agreement is broken, including that a court may order the receiving party to stop.
Before anyone signs, read the whole preview and fix anything that does not fit your situation. In particular, check that the purpose is accurate, that the term is long enough, and that the governing law is a place where both parties can realistically go to court. Then have a lawyer review it.
Worked example
A supplier, Acme Supplies LLC, wants to show its pricing and product plans to Greenfield Cafe Inc. so the cafe can decide whether to become a regular customer. The purpose is "evaluating a potential supply partnership", the effective date is today, the term is 2 years, the agreement is one-way, and the governing law is the State of California. The generator produces an agreement in which Acme Supplies LLC is the Disclosing Party and Greenfield Cafe Inc. is the Receiving Party.
The definition section of that agreement reads:
"Confidential Information means all non-public information disclosed by the Disclosing Party to the Receiving Party in connection with evaluating a potential supply partnership, including pricing, product plans, supplier lists, and business methods, whether disclosed in writing, orally, or by inspection, and whether or not marked as confidential."
Step 1: Check the parties. The agreement names Acme Supplies LLC as the Disclosing Party and Greenfield Cafe Inc. as the Receiving Party.
Step 2: Check the purpose. The definition ties every disclosure to "evaluating a potential supply partnership", so the cafe may not use the pricing for any other purpose.
Step 3: Check the term. The agreement runs for 2 years from the effective date, and the duty of confidentiality continues for 2 years after it ends.
Step 4: Check the governing law. Disputes are governed by the laws of the State of California.
The tool reports the same result: a complete one-way NDA, 2-year term, governed by the laws of the State of California, ready to copy or download. Change any field above and the preview updates at once — try switching to mutual and watch the obligations section change to bind both parties.
FAQ
What is an NDA?
An NDA, or non-disclosure agreement, is a contract in which one or both parties agree to keep shared information confidential and not to use it for any purpose other than the one stated in the agreement. Businesses use NDAs before sharing trade secrets, product plans, customer lists, pricing, or source code with a partner, a contractor, or a potential investor. Signing an NDA does not give anyone ownership of the information; it only sets the rules for handling it.
What is the difference between a mutual and a one-way NDA?
In a one-way NDA, only one party shares confidential information and only the other party takes on the duty to keep it secret — for example, a company showing its product plans to a contractor. In a mutual NDA, both parties share information with each other and both take on the duty of confidentiality, which is the usual choice when two businesses explore a partnership or a joint venture. Pick one-way when the flow of information goes in one direction only.
How long should an NDA last?
Most NDAs last 1 to 5 years. The term should be long enough to protect the information while it still matters, but not so long that it becomes a burden — a product plan may only need a year or two, while a trade secret may justify five. The duty to keep the information secret often continues for a set period after the agreement ends, so check the term section of the generated text before you sign it.
What is not covered by an NDA?
An NDA does not cover information that is already public, information the receiving party already knew before the disclosure, information the receiving party develops on its own without using the shared material, or information the receiving party receives from a third party who is free to share it. It also does not stop a court or a government authority from requiring disclosure. These exclusions are listed in the generated agreement so both sides know the limits.
Is an NDA generated here legally binding?
A signed NDA can be a binding contract, but only if it is properly formed under the law of the place that governs it, and this generator produces a general template, not legal advice. Have a lawyer review the agreement before you sign it or rely on it, especially for high-value information or cross-border deals. This tool does not create a lawyer-client relationship, and it does not store any of the details you enter.