Templates · Contracts

An NDA is short, which is why the wrong one is easy to sign.

Non-disclosure agreements are the document people are most casual about, because they are brief and they come early. They are also the document most often signed without reading, which is a problem when the term is perpetual or the definition of confidential information covers everything you will ever say. Here is what a workable one contains.

What it has to contain

Every clause, and what it is doing there.

Worth having as a checklist whatever you draft it in. The provisions are the reason the agreement works; the formatting is not.

01Parties, and which way it runs	Mutual means both sides disclose and both are bound. One-way means only the recipient is. Signing a one-way NDA when you will also be sharing information is the most common avoidable mistake here.
02Definition of confidential information	What is covered. Too narrow and the thing you cared about is not protected; too broad and every casual remark is a liability. Most workable definitions cover information marked confidential or that a reasonable person would understand to be.
03Exclusions	Information already public, already known, independently developed, or lawfully received from a third party. Without these, you are agreeing to treat public facts as secrets.
04Permitted use	What the recipient may do with it, which should be limited to the stated purpose. An NDA that restricts disclosure but not use is half an agreement.
05Permitted disclosures	Employees and advisers with a need to know, on the same terms, and disclosure compelled by law with notice where allowed.
06Term	Two separate clocks: how long the agreement runs, and how long the confidentiality obligation survives it. Three to five years is common; perpetual obligations on ordinary commercial information are usually resisted.
07Return or destruction	What happens to the material at the end, and whether a certification is required. Carve out archival copies your systems keep automatically, or you are promising something you cannot deliver.
08No licence and no obligation	Sharing information grants no IP rights and neither side is obliged to proceed with a deal. Short, and it prevents a specific argument.
09Governing law	Jurisdiction and venue. An NDA is cheap to enforce only if it says where.

What changes with the deal

The parts no template can decide.

Mutual or one-way

Decided by who is actually disclosing. If in doubt, mutual is the safer default and rarely objected to.

Confidentiality period

Three years is common for commercial information. Trade secrets are sometimes carved out to run for as long as they stay secret.

Definition breadth

How tightly confidential information is defined is the main negotiated point in most NDAs.

Governing law

Usually the disclosing party's home jurisdiction, and usually the first thing the other side's counsel changes.

Why not a download

What a downloaded contract template still leaves you to do

The clauses you delete are the risk

Generic contracts carry provisions for situations you are not in, so the instinct is to cut whatever looks unnecessary. That is how the liability cap, the cure period and the survival clause go missing, and none of them is missed until it matters.

Nothing reconciles the terms with each other

Payment says milestones, termination says thirty days, and acceptance says nothing. A template cannot notice that the three clauses disagree, because it was written before your deal existed.

The signed copy goes into a folder

A contract in storage is a contract nobody can query. The notice period, the renewal date and the value are in the text, which means they are nowhere you will look in eighteen months.

Commonly missed

The clauses people cut by mistake.

Generic agreements carry provisions for situations you are not in, so the instinct is to delete whatever looks surplus. These are the ones to keep.

The standard exclusions, without which public information is technically covered.
A carve-out for automatic system backups you cannot selectively delete.
Limiting use to the stated purpose, not just restricting disclosure.
Notice before a legally compelled disclosure, where the law allows it.
A survival period that is a number rather than "in perpetuity".

In seconds, with AI

Drafting one in seconds, and keeping it afterwards

One sentence like this is enough: Mutual NDA with Northwind Traders before the supplier evaluation. Three years, Delaware law, their legal wants it today.

Describe the arrangement, not the document. "Mutual NDA with Northwind before the pilot, three years, Delaware law." It works out what kind of agreement this is and what it has to contain.
It asks only what genuinely changes the terms. Mutual or one-way. Term. Who signs and in what order. Two tappable questions rather than a form, and your answers become defaults.
Your own wording, if you have it. Import existing paper from PDF or DOCX and it becomes an editable template. Settings carries a playbook in free text the AI obeys, so a rule like never agree to unlimited liability holds on every document.
Signed against a specific version. Each party signs wording identified by its content hash, with email verification and a certificate of completion on the final PDF.
Then it is read back into fields. Parties, dates, renewal, notice period, value, governing law and obligations are extracted on completion, and you are warned before the notice window closes.

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Questions people actually ask

Straight answers.

Is a free NDA template enough?

For a low-stakes conversation, often yes, provided it has the standard exclusions and a finite term. The risk is not a missing clause so much as a term you did not read: perpetual obligations and a definition that covers everything you say are both common in free templates and both worth fixing.

Should an NDA be mutual or one-way?

Mutual if both sides will share anything, which in a commercial conversation is almost always. One-way agreements are appropriate when information genuinely flows one direction, such as disclosing to a potential investor who tells you nothing in return.

How long should an NDA last?

Two clocks. The agreement itself often runs one to two years; the confidentiality obligation commonly survives three to five. Perpetual obligations on ordinary commercial information are usually pushed back on, though trade secrets are sometimes carved out to last as long as they remain secret.

Can I generate and sign an NDA online?

Yes, in seconds. Describe the arrangement, answer whether it is mutual and how long the term is, and the document comes back drafted with both signers set. Signing electronically is binding under the ESIGN Act and eIDAS, and DocuDeal's free plan covers three documents a month with no card.

Not legal advice. This page describes what agreements of this kind usually contain; it is not advice on your circumstances and cannot tell you whether something is enforceable where you are. Have anything you send repeatedly reviewed once by a lawyer, then draft against it.

Draft it, sign it, and still know about it in a year.

Describe the arrangement and get the agreement back drafted. Signed terms are read into fields, so the renewal does not surprise you. Three a month, free.

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