NDA Template

How to use this NDA template

1. Pick mutual or one-way. Choose Mutual when both sides will share confidential information — the usual choice for partnership talks, vendor evaluations, or two companies scoping a deal. Choose One-Way when only one side is disclosing, then say which party that is. The agreement re-drafts as soon as you switch: a one-way NDA names a fixed Disclosing Party and Receiving Party, while a mutual one defines those as roles either party can occupy.
2. Name the parties properly. Type each side's full legal name, then set its entity type and home state. The preamble is written to match — a corporation reads "a Delaware corporation," an LLC reads "a Texas limited liability company," and an individual reads "an individual residing in Ohio." Getting this line right matters more than most people expect: it's what identifies who is actually bound.
3. Set the purpose, the dates, and the two clocks. Describe the purpose in a phrase ("a potential distribution relationship"). Set the effective date, then set the Disclosure Period — how long information may be shared — and the Confidentiality Period — how long it must be kept secret after that. The tool computes both calendar dates and writes them into the document, so nobody has to guess when the obligation ends.
4. Choose your clauses and download. Nine optional clauses toggle on and off and renumber instantly. Pick a governing-law jurisdiction from all 50 states plus the District of Columbia. Then take an editable .docx if you want to redline it, or a PDF if you're ready to print and sign. Copy link saves the whole configuration into a URL you can reopen or send to the other side. Nothing you type is uploaded — the document is assembled on your device.

Why this NDA template is different

Search "nda template" and you get three kinds of result: a static file with the direction baked in, a law firm's form library, or a wizard that ends at a signup screen. Here's what this tool does that those don't:

• Direction is a switch, not a different file. Cooley GO publishes a one-way form and a separate mutual form. Cornell and Rutgers each publish exactly one institutional document. Here you flip between them and watch the defined terms, the obligations heading, and the party roles rewrite themselves — no hunting for the other version, no editing "Receiving Party" out of a Word file by hand.
• The DTSA immunity notice is included by default. Under 18 U.S.C. § 1833(b)(3)(A), an employer must give notice of the whistleblower immunity in any agreement with an employee that governs confidential information — and § 1833(b)(4) defines "employee" to include contractors and consultants, which is exactly who most NDAs get signed with. Skip it and § 1833(b)(3)(C) bars that employer from being awarded exemplary damages or attorney fees against the person who never got the notice. Nearly every free NDA template omits this clause entirely. This one includes it, cites the statute, and warns you if you switch it off.
• Two clocks, both calculated. Most templates hand you one "term" number and leave it genuinely ambiguous whether it caps how long you may share information or how long the other side must keep it quiet. Those are different questions. This tool models both, does the anniversary-date arithmetic, and prints the actual dates into the agreement.
• Trade secrets don't expire when the term does. When you set a finite confidentiality period, the agreement automatically carries a carve-out keeping trade secrets protected for as long as they remain trade secrets. A flat five-year cut-off can quietly convert a trade secret into public property on a calendar date.
• Real Word and real PDF, with nothing gated. The Word download is a genuine .docx assembled in your browser — open it, redline it, send it. No account, no email address, no watermark, no "upgrade to download."
• Embeddable. Drop a one-line <iframe> on a small-business resource page, an incubator or accelerator site, a freelancer's blog, or a chamber-of-commerce page and the builder runs there too. None of the NDA results on page one offer an embed.

How the agreement is assembled

The document is built deterministically — the same inputs always produce the same agreement, word for word:

• Eight core clauses always appear — Confidential Information, Exclusions, Obligations, Compelled Disclosure, Term & Survival, No License / No Warranty, Governing Law, and the closing Entire Agreement block. Nine more are optional and renumber contiguously as you toggle them, so you never end up with a document that jumps from clause 6 to clause 8.
• Dates use pure anniversary arithmetic — same month and day, year + N, with the day clamped down when the target month is shorter. An effective date of February 29, 2028 plus one year gives February 28, 2029, not an invalid date. The Confidentiality Period then chains off the end of the Disclosure Period the same way.
• Governing law is phrased correctly for the jurisdiction — "the State of Delaware," but "the Commonwealth of Pennsylvania" (also Kentucky, Massachusetts, and Virginia) and "the District of Columbia," which is not a state at all. It's a small thing that reads as sloppy when a template gets it wrong.
• The Word file is Office Open XML, packaged in your browser — a real .docx with Times New Roman, one-inch margins, bold clause headings, and Letter page setup, not an HTML file renamed to trick Word into opening it. The PDF is drawn with jsPDF to the same geometry, so the two downloads match.

Three real-world scenarios

1. A founder pitching a potential distributor

A hardware startup is about to walk a distributor through its margins, supplier list, and roadmap. Only the startup is disclosing, so they pick One-Way with Party A as the Disclosing Party, set a two-year Disclosure Period and a five-year Confidentiality Period, and keep the trade-secret carve-out. They download the .docx, email it for redlines, and file the executed copy. A lockable filing cabinet is where signed originals belong — cloud copies are convenient, but the wet-signature version is the one that ends arguments.

2. Two agencies scoping a joint pitch

Two firms are combining on a client pitch, and both will share client lists and pricing. Mutual is the right shape here — each side is disclosing and receiving. They add the non-solicitation clause (both teams will meet each other's staff) and attorneys' fees, set governing law to the state where the work will be performed, and print two copies to sign in the room. Heavier printer paper is worth it for anything that gets signed in ink: it takes a signature without feathering and survives being passed around a table.

3. Bringing on a contractor who'll see customer data

An operations manager is onboarding a freelance developer who will touch the customer database. This is the case where the DTSA notice is not optional in practice — § 1833(b)(4) treats a contractor as an employee for the notice requirement, so leaving it out costs the company its shot at exemplary damages and fees if things ever go wrong. They keep the notice on, add the return-or-destroy clause, and set an indefinite confidentiality period. When the engagement ends and the drafts come back, a cross-cut shredder is how the superseded versions leave the building.

Frequently asked questions

Can I write up my own NDA without a lawyer?

Yes. An NDA is an ordinary contract, and nothing requires an attorney to draft or sign one — which is why standard forms circulate so widely. That said, this tool assembles a template, not legal advice, and Sarah Chen is a certified administrative professional rather than an attorney. For a routine mutual NDA between two small businesses, a solid standard form is usually what everyone signs anyway. If the information is genuinely valuable, the counterparty is much larger than you, or the deal is unusual, spend the hour of a lawyer's time.

What's the difference between a mutual and a one-way NDA?

A one-way (or unilateral) NDA protects information flowing in one direction: one side is the Disclosing Party, the other is the Receiving Party, and only the recipient takes on obligations. A mutual NDA protects both directions — each party may disclose and each is bound when receiving. If there's any real chance both sides will share something sensitive, mutual is simpler and it's an easier document to get signed, because neither side is being asked to accept a one-sided obligation.

What is the DTSA notice, and do I actually need it?

The Defend Trade Secrets Act gives individuals immunity for disclosing a trade secret in confidence to a government official or an attorney to report a suspected violation of law, or in a sealed court filing. 18 U.S.C. § 1833(b)(3)(A) requires an employer to give notice of that immunity in any agreement with an employee governing confidential information, and § 1833(b)(4) counts contractors and consultants as employees for this purpose. The penalty for leaving it out isn't a fine — it's that under § 1833(b)(3)(C) the employer can't be awarded exemplary damages or attorney fees against that person. If your NDA is with a company rather than an individual, it matters less; including it costs nothing either way, so the tool leaves it on.

Can I download the NDA as an editable Word document?

Yes — the Word (.docx) button produces a genuine Office Open XML file, built in your browser, that opens and edits normally in Word, Google Docs, LibreOffice, and Pages. It's a real document with proper headings and Letter page setup, not an HTML file with a .doc extension. There's a PDF button too if you're printing to sign rather than redlining. Neither one asks for an email address.

How long should an NDA last?

For ordinary commercial information, two to five years after the sharing stops is the common range, and three is the most frequent default. Longer isn't automatically better — an unreasonably long obligation is harder to get signed and, in some states, harder to enforce. The important thing is to be clear about which clock you mean: this tool separates the Disclosure Period (how long information may be shared) from the Confidentiality Period (how long it stays protected afterwards), and keeps trade secrets protected indefinitely regardless of the number you pick.

Is anything I type into this tool saved or uploaded?

No. The entire document is assembled in your browser — party names, purpose, and dates never leave your device, and there's no server to send them to. The Word file is packaged locally; the PDF uses jsPDF loaded from a public CDN and is drawn locally too. The Copy link button encodes your configuration into the URL so you can reopen or share it, but that link exists only where you save it.

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Sarah's picks for handling signed agreements

A generated NDA is the easy part. What trips up small offices is what happens to the paper afterwards — where the executed copy lives, and what happens to the six drafts that came before it. After a decade running office operations, these are the categories worth spending on:

• Best Filing Cabinets — a lockable cabinet is where signed originals belong. Contracts are the documents you'll need to produce years later, often on short notice, and a locking drawer is also the simplest answer to "who could have seen this?"
• Best Paper Shredders — the superseded drafts of a confidentiality agreement are themselves confidential. A cross-cut or micro-cut shredder is the difference between destroying a marked-up draft and putting it in a bin where it can be reassembled.
• Best Legal Pads — for the redline pass. A printed agreement and a legal pad beside it is still the fastest way to work through clauses with someone across a table, and the notes give you a record of what was actually negotiated.

Methodology & sources

• Clause assembly is deterministic: eight core clauses plus any of nine optional clauses, emitted in a fixed canonical order and numbered 1 to N with no gaps. Direction drives the defined terms (fixed Disclosing / Receiving Party for a one-way agreement, reciprocal roles for a mutual one) and the title of the obligations clause.
• Date arithmetic is pure integer math on year, month, and day — no timezone conversion anywhere — so a date never shifts by a day. addYears(date, n) keeps the month and day and clamps the day to the length of the target month, which is what makes February 29 behave. The Confidentiality Period chains off the computed end of the Disclosure Period.
• The DTSA notice restates the immunity in 18 U.S.C. § 1833(b) — subsection (b)(1) (disclosure in confidence to a government official or attorney to report a suspected violation of law, or in a sealed filing), subsection (b)(2) (use in an anti-retaliation suit), with the notice requirement at (b)(3)(A), the consequence of omission at (b)(3)(C), and the contractor/consultant definition at (b)(4).
• The trade-secret carve-out exists because trade-secret protection under the DTSA and the Uniform Trade Secrets Act depends on the information continuing to derive value from not being generally known. A fixed expiry date on the confidentiality obligation would otherwise release trade secrets on a calendar date, so the term clause always carves them out when the Confidentiality Period is finite.
• Documents — the Word file is Office Open XML (a ZIP of document.xml, styles.xml, and the package relationships) assembled in-browser; the PDF is drawn with jsPDF (MIT-licensed) in PostScript points at 1 in = 72 pt, Letter with one-inch margins. Nothing is uploaded.
• Test fixtures — 23 cases covering the anniversary date math (including leap-day clamping and the chained periods), the rendered clause set and its numbering under four option sets, direction-driven titles and role assignment, State / Commonwealth / District governing-law phrasing, and the trade-secret carve-out trigger. They run on every build via scripts/validate-tool-fixtures.mjs; if any of it drifts, the build fails.

Please note: this tool assembles a standard non-disclosure agreement from clauses in common commercial use. It is a document template, not legal advice, and Sarah Chen is a certified administrative professional, not an attorney. NDAs are governed by state law and by the specifics of your situation — for anything high-stakes, have a lawyer review it before signing. Everything runs in your browser; nothing you type is uploaded or stored. About Sarah Chen · Last reviewed August 14, 2026.

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Free for small-business resource pages, incubators and accelerators, freelancer and consultant blogs, chambers of commerce, and startup legal-basics guides. Required attribution is included in the snippet. No fee, no signup, no analytics attached to the embed.

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  NDA template by
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  &middot; Reviewed by Sarah Chen, CAP, PMP
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