Free NDA Template
Choose a mutual or one-way non-disclosure agreement, fill in the parties and the purpose, and the NDA lays itself out as you type, with the standard exclusions and a term you set. Print it, save a PDF or copy it into an email. No account.
What goes in an NDA
The parties
Who signs, with full legal names and addresses. In a one-way NDA, which side discloses and which side receives.
The purpose
Why the information is shared: evaluating a purchase, talking about a partnership, onboarding a vendor. The receiver may use it for that purpose only.
What counts as confidential
A definition broad enough to cover pricing, plans, customer lists and designs, shared in writing or out loud.
What does not
The standard exclusions: information that is public, already known, developed independently or received from someone free to share it, plus what a law or court order requires.
How long it lasts
How long the agreement runs and how long the duty of confidentiality lasts, which is often longer than the agreement itself.
The closing clauses
Return or destroy the materials at the end, no licence to anything shared, the governing law you choose, and signatures.
Mutual or one-way NDA
In a one-way NDA, only one side shares confidential information and only the other side promises to protect it. It fits a supplier showing a buyer its pricing, a company briefing a contractor, or a founder pitching a product before a partner signs on.
In a mutual NDA, both sides share and both sides are bound. Each party is the disclosing party for what it shares and the receiving party for what it gets. It fits partnership talks, an OEM deal where both sides open their designs, or an enterprise evaluation where the buyer shares its systems and the seller its roadmap.
If you are not sure who will share what, a mutual NDA is the simpler choice: it protects whichever side ends up sharing. Harvard's Office of Technology Development publishes both kinds as sample agreements, and the clause set here follows the same structure.
Signing a letter of intent at the same stage? Use the Letter of Intent Template.
Recording the meeting before the NDA? Check consent first: one-party consent states.
What an NDA does and does not do
An NDA is narrow on purpose. Here is what this one covers and what it leaves alone:
- It does
- Limit how the receiver may use what you share (for the purpose only) and who it may pass it to (people who need it and are bound in the same way).
- It does not cover
- Information that is already public, that the receiver already knew, that it develops on its own or that it gets from someone free to share it. Those are the standard exclusions.
- It does not transfer
- Ownership or a licence. What you share stays yours; the no-licence clause says so in plain words.
- It does not oblige
- Anyone to buy, sell or sign anything else. The deal itself needs its own agreement, such as a letter of intent, a service agreement or a contract.
When sellers sign an NDA
Sales evaluation
A buyer wants your pricing model, roadmap or security details before it shortlists you, or shares its own systems so you can scope the work.
Partnership talks
Two companies explore a reseller, OEM or co-selling deal and both need to open their numbers and plans.
Vendor onboarding
Procurement shares specifications, volumes or internal processes with a supplier before the contract is signed.
Hiring a contractor
A freelancer, agency or consultant will see client lists, code or financials while working for you.
More for sellers in partnership, OEM and enterprise deals: OEM sales, enterprise sales, selling to procurement, investor meeting notes.
Sources
The NDA comes out of a conversation. Keep the conversation.
What will be shared, why and with whom gets settled in the meeting that leads up to the NDA. Record that meeting in ParrotNotes, with everyone's consent, and you get a summary and the action items, so the purpose in the NDA matches what both sides agreed. Free for 100 minutes of recording a month.
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