Free Non-Disclosure Agreement (NDA) Generator

When to use an NDA

Use a non-disclosure agreement before you share anything valuable: business plans with a potential investor, product designs with a manufacturer, customer data with a contractor, source code with a developer, or financial details with a possible buyer of your business. Once information has been shared without an agreement, it’s much harder to protect.

What’s inside this NDA

• Definition of confidential information — broad enough to cover anything a reasonable person would consider confidential, whether or not it’s labelled.
• Standard exclusions — public information, things already known or independently developed.
• Use and disclosure limits — information can only be used for the stated purpose and shared on a need-to-know basis.
• Required disclosure — what happens if a court or regulator demands the information.
• Term — how many years the obligations last, with indefinite protection for trade secrets.
• Return or destruction of information on request.
• Optional non-solicitation of employees.
• Injunctive relief so the owner can act quickly to stop a leak.
• DTSA whistleblower notice, required by federal law in agreements with individuals.
• Governing law (Texas) and standard boilerplate.

Writing a good purpose clause

The purpose clause matters more than people expect, because the recipient may only use the information for that purpose. “Evaluating a possible business relationship” is a sensible default. If you’re more specific — “evaluating a potential manufacturing agreement for the Acme water bottle” — the recipient has less room to use the information for something else.

Practical tips

• Mark important documents “Confidential” even though the NDA doesn’t strictly require it. It removes any doubt.
• Share only what’s needed at each stage. An NDA reduces risk but doesn’t eliminate it.
• Keep a record of what you shared and when.
• Check the other side’s name. For a company, use its exact registered legal name, not a brand name.

Not legal advice

This template suits straightforward business discussions. Employment agreements, deals involving significant IP, or NDAs required by an investor or large company usually deserve a lawyer’s review.