A non-disclosure agreement (NDA) is the simplest way to share sensitive information — a product idea, financials, a client list, source code — while keeping the legal right to act if the other side leaks it. This is a free, ready-to-use NDA you can copy, fill in, and send for signature. Below the template is a plain-English guide to each clause, then the fastest way to actually get it signed.

This template is provided for general information and is not legal advice. Laws vary by state and situation. Have a qualified attorney review any agreement before you rely on it, especially where the information is highly valuable or the stakes are high.

One-way or mutual?

There are two common shapes:

  • One-way (unilateral). One side discloses, the other receives. Use this when only you are sharing sensitive information — for example, showing a contractor your internal data.
  • Mutual (bilateral). Both sides share. Use this when two businesses are exploring a partnership and each will see the other's confidential information.

The template below is written as mutual and is easy to make one-way: keep one party as the "Disclosing Party" and the other as the "Receiving Party."

The template

Copy everything in this section and replace the [bracketed] parts with your details.

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] by and between [Party A Name / Company] and [Party B Name / Company] (each a "Party" and together the "Parties").

1. Purpose. The Parties wish to explore [describe the purpose — e.g., a potential business relationship] (the "Purpose") and may share confidential information for that Purpose.

2. Confidential Information. "Confidential Information" means non-public information disclosed by one Party ("Disclosing Party") to the other ("Receiving Party"), whether written, oral, or electronic, that is marked confidential or that a reasonable person would understand to be confidential — including business plans, finances, customer and supplier lists, product and technical information, and know-how.

3. Exclusions. Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was rightfully known before disclosure; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed without using the Confidential Information.

4. Obligations. The Receiving Party will: (a) use the Confidential Information only for the Purpose; (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to anyone except employees or advisors who need it for the Purpose and are bound by similar confidentiality duties.

5. Compelled Disclosure. If the Receiving Party is legally required to disclose Confidential Information, it will give the Disclosing Party prompt notice where legally permitted, so the Disclosing Party can seek protection.

6. Term. This Agreement begins on the date above and continues for [e.g., 2 years]. The confidentiality obligations survive for [e.g., 3 years] after disclosure of the relevant information — and, for trade secrets, for as long as they remain trade secrets.

7. Return or Destruction. On the Disclosing Party's request, the Receiving Party will return or destroy the Confidential Information and copies, except one archival copy kept for compliance.

8. No License; No Obligation. Nothing here grants any license or intellectual-property rights, and nothing obligates either Party to proceed with the Purpose.

9. No Warranty. Confidential Information is provided "as is," without warranty of accuracy or completeness.

10. Remedies. The Parties agree that a breach may cause irreparable harm for which money damages are inadequate, and that the Disclosing Party may seek injunctive relief in addition to any other remedies.

11. Governing Law. This Agreement is governed by the laws of [State], without regard to its conflict-of-laws rules.

12. Entire Agreement. This Agreement is the entire understanding on its subject and supersedes prior discussions. Changes must be in writing and signed by both Parties.

Signatures.

Party A: ______________________ Date: __________

[Party A Name]

Party B: ______________________ Date: __________

[Party B Name]

What each clause is doing

A quick guide so you can adapt it with confidence:

Confidential Information & Exclusions (2–3). The definition should be broad enough to cover what you are actually sharing; the exclusions are standard and stop the NDA from covering things that were never really secret.

Obligations (4). This is the heart of the NDA: use the information only for the stated purpose, guard it, and do not spread it. The "need to know" limit matters.

Term & Survival (6). Two clocks: how long the agreement lasts, and how long secrecy obligations survive after it ends. Trade secrets can stay protected for as long as they remain secret.

Remedies (10). Leaked secrets often cannot be undone with money, so the right to an injunction — a court order to stop the disclosure — is what gives an NDA real teeth.

The fastest way to get it signed

Do not print, sign, scan, and email an NDA around — it is slow, and it stalls the very conversation the NDA is meant to unlock. Paste it into a document, drop in signature and date fields for both parties, and send a link each side signs in the browser in under a minute. You both walk away with a sealed, legally-binding copy and an audit trail. Here is how to send a document for signature, and the background on why electronic signatures are legally binding.

Need other paperwork too? Our free freelance contract template pairs naturally with an NDA, and here is how small teams keep signing simple in our e-signatures for small business guide.

Send your first NDA free — 3 documents a month, no card required. Create your free account → · See pricing

Frequently asked questions

Is an NDA legally binding if it is signed electronically?

Yes. Under the U.S. ESIGN Act and UETA, an electronically signed NDA is as enforceable as a handwritten one, as long as it is signed with clear intent and backed by an audit trail. A sealed document with a certificate of completion is what makes it defensible later.

Should I use a one-way or mutual NDA?

Use one-way when only one side is sharing sensitive information, and mutual when both sides will. Between two businesses exploring a deal, a mutual NDA is usually the fairer and faster option to agree on.

How long should an NDA last?

A common range is one to three years for the agreement, with confidentiality surviving a few years beyond that. Trade secrets are often protected for as long as they remain secret. Match the term to how long the information stays sensitive.

Can one NDA cover multiple conversations?

Yes. A well-drafted NDA with a broad enough Purpose can cover an ongoing relationship. Save it as a reusable template and send it to each new counterparty in a couple of minutes.