A Non-Disclosure Agreement (NDA) is a legal contract that prevents parties from sharing confidential information. It's commonly used before discussing project details, sharing business ideas, or working with contractors.

Should I use a mutual or one-way NDA?

Use a mutual NDA when both parties will share confidential information. Use a one-way NDA when only one party is sharing sensitive information (e.g., you're sharing your business idea with a potential developer).

How long should an NDA last?

Most NDAs last 1-5 years. Short-term project discussions may only need a year, while sensitive partnerships often need three to five. Trade secrets may warrant indefinite protection.

Is this NDA legally binding?

This generates a professional NDA template. For it to be legally binding, both parties must sign it. For high-stakes situations, have a lawyer review the agreement.

When should I use an NDA?

Before sharing business ideas, proprietary processes, client lists, financial data, software code, or any information that could harm you if disclosed. Send the NDA before sharing any confidential details.

NDA Maker

Before you share the big idea, make sure everyone agrees to keep it quiet.

Mutual NDA

Both parties share confidential information and both are bound by the same obligations. Uncheck for a one-way NDA.

Disclosing Party

Full Name / Company

Receiving Party

Full Name / Company

Effective Date

Duration

Governing Law

ProCustomize your NDA — choose which clauses to include and rename section headings.

Purpose

Agreement typeOne-Way Non-Disclosure Agreement

Duration2 years

Governing lawNot specified

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Non-Disclosure Agreement

One-Way Non-Disclosure Agreement

This Non-Disclosure Agreement (the "Agreement") is entered into as of 2026-03-15 by and between the parties identified below. The parties agree that this Agreement shall remain in effect for a period of 2 years from the effective date.

Parties

Disclosing Party

Receiving Party

1. Purpose

2. Definition of Confidential Information

"Confidential Information" means any non-public information, data, materials, business plans, technical data, trade secrets, know-how, research, product plans, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing information, finances, or other business information disclosed by the Disclosing Party, either directly or indirectly, in writing, orally, or by drawings or inspection of parts or equipment.

3. Obligations

• Hold all Confidential Information in strict confidence and not disclose it to any third party without prior written consent. • Use the Confidential Information solely for the Purpose stated in this Agreement. • Protect the Confidential Information using at least the same degree of care used for its own confidential information, but in no event less than reasonable care. • Promptly notify the Disclosing Party of any unauthorized use or disclosure of the Confidential Information.

4. Exclusions

• Is or becomes publicly known through no breach of this Agreement. • Was rightfully known by the Receiving Party before disclosure. • Is independently developed by the Receiving Party without reference to the Confidential Information. • Is required to be disclosed by applicable law or court order.

5. Duration

This Agreement shall remain in effect for 2 years from the Effective Date. The obligations of confidentiality shall survive the expiration or termination of this Agreement.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.

IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the Effective Date first written above.

Disclosing Party

Signature: __________________

Date: __________________

Receiving Party

Signature: __________________

Date: __________________

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When and Why to Use an NDA

You have an idea, a process, a client list, or a codebase that would hurt you if the wrong person saw it. Before you share any of it — with a potential partner, a contractor, an investor — get an NDA signed first. Not after the meeting. Before.

A Strong NDA Defines These 4 Things

Who is sharing information and who is receiving it

What counts as confidential (be specific — “all business information” is too broad to enforce)

What the receiving party can and cannot do with it

How long the protection lasts

The duration should match the sensitivity. A quick project discussion might only need a year of coverage. A business partnership with trade secrets may warrant indefinite protection. When in doubt, err on the longer side — you can always release someone from an NDA early.

Mutual vs. One-Way

Mutual NDA

Both sides share sensitive information — which is the case in most partnerships and collaborations. Protects everyone equally and signals trust. This is the default for professional relationships.

One-Way NDA

Only one party shares sensitive information. You're sharing your idea with a developer, for example. Useful, but starting a relationship by saying “I need protection from you, but not the other way around” can set the wrong tone.

key point

The best time to send an NDA is before the first real conversation. Once confidential information is out, an agreement can't put it back.

Frequently Asked Questions

What is an NDA?: A Non-Disclosure Agreement (NDA) is a legal contract that prevents parties from sharing confidential information. It's commonly used before discussing project details, sharing business ideas, or working with contractors.
Should I use a mutual or one-way NDA?: Use a mutual NDA when both parties will share confidential information. Use a one-way NDA when only one party is sharing sensitive information (e.g., you're sharing your business idea with a potential developer).
How long should an NDA last?: Most NDAs last 1-5 years. Short-term project discussions may only need a year, while sensitive partnerships often need three to five. Trade secrets may warrant indefinite protection.
Is this NDA legally binding?: This generates a professional NDA template. For it to be legally binding, both parties must sign it. For high-stakes situations, have a lawyer review the agreement.
When should I use an NDA?: Before sharing business ideas, proprietary processes, client lists, financial data, software code, or any information that could harm you if disclosed. Send the NDA before sharing any confidential details.