Is this NDA template really free?

Yes. The full non-disclosure agreement below is free to copy, paste, and adapt, no signup required. It covers the clauses most NDAs need: purpose, a detailed definition of Confidential Information (with standard exclusions), nondisclosure and permitted-use obligations, required-disclosure carve-outs, remedies, return of materials, term, and governing law. Keep in mind a free template is a generic starting point, not legal advice, and has not been tailored to your specific situation or state.

What is the difference between a one-way and a mutual NDA?

A one-way (or unilateral) NDA protects information flowing in a single direction: one party discloses, the other receives and must keep it confidential. A mutual (or two-way) NDA protects both parties because each side will be sharing sensitive information, which is common when two companies explore a partnership. The template below is written from a Disclosing Party / Receiving Party perspective; to make it mutual, both parties take on the confidentiality obligations. Choosing and wording this correctly is exactly the kind of decision a tailored, generated NDA handles for you.

How long should an NDA last?

It depends on how long the information stays sensitive. Many NDAs run for an initial term of one to five years, sometimes continuing year to year, while obligations around trade secrets can last as long as the information remains secret. The template sets an initial term you fill in; the right duration for your situation depends on the type of information and your industry.

Is an NDA legally binding and enforceable?

A properly drafted NDA, signed by both parties, is generally a binding contract. Enforceability turns on reasonableness. Courts are more likely to uphold an NDA that defines Confidential Information clearly, includes standard exclusions (information that is public, already known, or independently developed), and is reasonable in scope and duration. Overbroad NDAs are the ones that get challenged, which is why the specific wording matters.

Do I still need a custom NDA if I use this template?

For a quick, low-stakes exchange, a carefully completed template may be enough. For anything involving valuable trade secrets, a one-way vs. mutual decision, multiple parties, or counterparties in different states, an NDA tailored to your specific situation protects you far better than generic boilerplate. Contractable lets you describe your situation in one sentence and generates a customized NDA in about a minute, closing the gaps a static template leaves open.

Free NDA Template (Non-Disclosure Agreement to Copy, Paste & Customize)

Free NDA template to copy and paste, with a clause-by-clause guide, mutual vs. one-way explained, common mistakes, and how to tailor it to your deal.

A non-disclosure agreement (NDA) is the contract you sign before you share something you can't un-share: a product idea, financials, source code, a customer list. It defines what counts as confidential, what the other side can and can't do with it, and what happens if they leak it. Sign one before the conversation, not after.

This page gives you a genuinely free NDA template you can copy, paste, and adapt. Below the template, you'll find a clause-by-clause guide, the difference between mutual and one-way NDAs, the protections a generic template tends to leave out, and a clear-eyed look at when a copy-paste template is enough and when you're better off with an NDA built for your situation.

Free non-disclosure agreement (NDA) template

Copy everything in the document below and replace the text in brackets with your own details. This template is provided as a general starting point and is not legal advice.

Non-Disclosure Agreement

This Non-Disclosure Agreement (this “Agreement”) is made as of [DATE] by and between [DISCLOSING PARTY] (the “Disclosing Party”) and [RECEIVING PARTY] and its Affiliates (the “Receiving Party”).

NOW, THEREFORE, in consideration of the promises recited herein, each party hereto agrees to the following provisions:

1. Purpose. The Disclosing Party and Receiving Party wish to explore a possible business relationship in connection with [DESCRIBE THE PURPOSE — e.g., "a potential collaboration"], and consequently the Disclosing Party may provide proprietary information to the Receiving Party relating to its know-how, products, and business for the purpose of evaluating that relationship.

2. Definition of Confidential Information. (a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, in whatever medium provided, including, but not limited to: (i) marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans, and performance results; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology, or method; (iv) concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information, and trade secrets; (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party; and (vi) any information generated by the Receiving Party that contains, reflects, or is derived from any of the foregoing.(b) Confidential Information shall not include information which: (a) was lawfully in the Receiving Party’s possession before receiving it from the Disclosing Party; (b) becomes rightfully known by the Receiving Party from a third party not under an obligation of confidentiality; (c) is or becomes generally known to the public through no fault of the Receiving Party; or (d) is independently developed by the Receiving Party without reference or access to any Confidential Information.

3. Nondisclosure. During the Term or at any time thereafter, the Receiving Party will not directly or indirectly reveal, divulge, disclose, or communicate to any person or entity, other than authorized officers, directors, and employees of the Disclosing Party, any Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party.

4. Use of Confidential Information. The Receiving Party will protect all Confidential Information of the Disclosing Party as strictly confidential, to the same extent it protects its own confidential information and in no event with less than a reasonable standard of care. The Receiving Party will not disclose any Confidential Information to any person other than its personnel or representatives whose access is necessary and who are under substantially similar obligations of confidentiality. Ownership of the Confidential Information remains solely with the Disclosing Party.

5. Required Disclosure. The Receiving Party may disclose Confidential Information to the extent required by subpoena, court or governmental order, or applicable law; provided that, unless legally prohibited, the Receiving Party will promptly notify the Disclosing Party so it may seek a protective order or other remedy, and will disclose only the portion of Confidential Information that it is legally required to disclose.

6. No Representation of Accuracy. Each party acknowledges that neither party makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information made available to the other.

7. Remedies. Each party acknowledges that a breach of this Agreement may cause the aggrieved party irreparable harm for which monetary damages are an inadequate remedy. Accordingly, in the event of such a breach, the aggrieved party may seek specific performance or injunctive relief in any court of competent jurisdiction, in addition to any other relief to which it may be entitled.

8. Return of Materials. Upon termination of this Agreement or upon the Disclosing Party's written request, the Receiving Party will promptly return or destroy (and, if requested, certify in writing the destruction of) all documents and tangible materials, including information stored electronically, that contain, reflect, or are derived from the Disclosing Party's Confidential Information, together with all copies thereof in the Receiving Party's possession or control.

9. No Partnership. This Agreement does not create a partnership, joint venture, or agency relationship between the parties, and the Receiving Party has no authority to enter into contracts on the Disclosing Party's behalf.

10. Term. This Agreement shall remain in effect for an initial term of [NUMBER OF YEARS] year(s) from the date hereof, and from year to year thereafter provided such continuance is approved at least annually by the Disclosing Party.

11. Termination. This Agreement may be terminated at any time, and without payment of any penalty, by the Disclosing Party, upon thirty (30) days' written notice to the Receiving Party. This Agreement may not be terminated by the Receiving Party without the consent of the Disclosing Party.

12. Representations and Warranties. The representations and warranties of the parties contained herein shall be true and correct at and as of such [DATE] as though then made.

13. Governing Law. This Agreement is governed and construed in accordance with the laws of the State of [STATE], without regard to principles relating to conflicts of law, except where the Federal supremacy clause requires otherwise.

14. Indemnification. Each party agrees to defend, indemnify, and hold harmless the other party and its affiliates, directors, officers, employees, agents, and assigns against any and all claims, demands, actions, or causes of action, and any expenses (including reasonable attorneys' fees), arising out of any breach of any representation, warranty, covenant, or agreement made by it under this Agreement; provided, however, that such indemnity shall not extend to indirect or consequential damages.

15. Notices. Any notices required or permitted under this Agreement may be delivered by hand, by a nationally recognized overnight carrier, by email, or by certified mail (return receipt requested), to the address of the other party set out below their signatures, and will be deemed given on delivery (for hand delivery or email), on the third business day after dispatch (for overnight carrier), or on the seventh business day after mailing (for certified mail).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

Disclosing Party

Signature: ______________________ Date: __________

Name: [NAME] · Address: [ADDRESS] · Email: [EMAIL]

Receiving Party

Signature: ______________________ Date: __________

Name: [NAME] · Address: [ADDRESS] · Email: [EMAIL]

How to fill in the template, clause by clause

A template only protects you if the blanks are filled in correctly. Here's what to focus on:

Purpose (Section 1). State why information is being shared in plain terms (e.g., "to evaluate a potential partnership"). This frames the permitted use: anything outside that purpose is off-limits.
Definition of Confidential Information (Section 2). This is the heart of the NDA. The template defines it broadly and then lists the standard exclusions (information that is public, already known, received from a third party, or independently developed). Keep both halves. An NDA with no exclusions is the kind courts push back on.
Term (Section 10). Set how long the obligations last. Match it to how long the information stays sensitive; trade secrets may warrant longer protection than, say, a pricing sheet.
Termination (Section 11). Note that the default terms favor the Disclosing Party (only they can terminate penalty-free). Adjust this if you need a mutual exit.
Governing Law (Section 13). Pick the state whose law applies. It matters most when the parties are in different states.

What a free template can't do for you

A generic template is a strong starting point, but by design it's written for everyone, which means it's written for no one in particular. Here's what a static NDA leaves on your plate:

It doesn't decide one-way vs. mutual for you. The template is written from a Disclosing Party / Receiving Party angle. If both sides are sharing secrets, you need a mutual NDA, and getting that wrong leaves one party unprotected.
It isn't tailored to your state. What's enforceable, and how broadly, varies by state. A one-size template can't account for that.
It can be one-sided. Generic boilerplate often tilts toward whoever published it. The termination terms above, for instance, favor the Disclosing Party. An NDA built for your deal balances the terms to the relationship you actually have.
It leaves the judgment to you. Every bracket is a decision, and so is every clause you keep or cut. Filling it in correctly assumes you already know what "correct" looks like for your situation.

If your NDA protects real trade secrets, involves more than two parties, or needs to be mutual, this is where a generic template stops being enough. Generate a non-disclosure agreement tailored to your exact situation. Describe what you're protecting in one sentence and get a customized NDA in about a minute, with the clauses a template leaves out already in place.

Free template vs. an NDA built for your deal

What the free template above gives you:

A no-cost, copy-and-paste starting point
A solid, broadly worded definition of Confidential Information with standard exclusions
A document you fill in and judge yourself, every blank and every clause is your call
Generic wording that isn't tied to your situation, your counterparty, or your state
A risk level that depends entirely on how much contract knowledge you bring to it

What an NDA generated for your specific deal adds:

The right structure for your case, one-way or mutual, built from your actual situation in about a minute
Wording matched to what you're protecting and who you're protecting it from, not boilerplate
State-specific considerations taken into account instead of ignored
Balanced terms instead of clauses that quietly favor one side
A polished document that's ready to send and sign, not just a block of text to paste

Common mistakes to avoid

No exclusions. An NDA that calls everything confidential, with no carve-out for public or already-known information, is the kind courts narrow or refuse to enforce.
Using a one-way NDA when both sides share. If you'll also be disclosing, a one-way NDA leaves your information unprotected.
A vague purpose. If the permitted use is fuzzy, so is the line between proper use and a breach.
An unreasonable term. "Forever" for ordinary business information invites a challenge; tie the duration to how long the information actually stays sensitive.
Signing without reading. A template you didn't customize protects someone else's deal, not yours.

When a template is enough, and when it isn't

For a quick, low-stakes exchange with someone you trust, a carefully completed template can do the job. The moment any of the following is true, move beyond generic boilerplate: real trade secrets are at stake, both sides are disclosing (you need a mutual NDA), more than two parties are involved, or the parties sit in different states.

That's the gap a static template can't close, and exactly what Contractable is built for. Describe what you're protecting in one sentence, and you'll get a non-disclosure agreement written around your actual situation, not a generic one you have to hope fits.