Download a free NDA (Non-Disclosure Agreement) template in PDF and Word format below. Whether you’re protecting trade secrets, sharing business ideas with partners, or onboarding employees, this customizable template covers the essentials. Mutual and unilateral versions included. Updated for 2026.
What is an NDA (Non-Disclosure Agreement)?
A non-disclosure agreement (NDA), also called a confidentiality agreement, is a legally binding contract between two or more parties that establishes a confidential relationship. The party (or parties) signing agrees that sensitive information they receive will not be shared with anyone outside the agreement.
Below is a NDA you can download for free in PDF and Microsoft Word. The document is structured the way practitioners structure it — not the way a marketing site structures it for SEO. The guide that follows the download buttons explains the choices behind the structure and the variations that matter for confidentiality protection.
Types of NDAs
Unilateral NDA (One-Way)
Only one party shares confidential information, and the other agrees to keep it secret. Common when hiring employees, contractors, or vendors who will have access to your business data.
Mutual NDA (Bilateral)
Both parties share confidential information and agree to protect each other’s secrets. Common in mergers, acquisitions, joint ventures, and partnership discussions where both sides reveal sensitive data.
Multilateral NDA
Three or more parties involved, where at least one discloses confidential information and the others agree to protect it. Useful in complex deals involving multiple stakeholders.
When Do You Need an NDA?
- Hiring employees who will access confidential business information
- Working with contractors or freelancers on sensitive projects
- Pitching investors or sharing your business plan
- Discussing mergers or acquisitions with potential buyers or partners
- Sharing product designs with manufacturers or suppliers
- Onboarding partners who will see your operations
- Working with consultants who need access to client data or strategies
- Licensing your technology to another company
- Interviewing senior candidates who’ll learn proprietary methods
Key Components of an NDA
1. Parties Involved
The «Disclosing Party» (who shares the information) and the «Receiving Party» (who agrees to keep it confidential). Use full legal names and addresses.
2. Definition of Confidential Information
Be specific. List the types of information covered: trade secrets, customer lists, financial data, product designs, marketing plans, source code. A vague definition can make enforcement difficult.
3. Exclusions from Confidential Information
Specify what is NOT covered: publicly available information, information the Receiving Party already knew, information independently developed, information legally obtained from other sources.
4. Obligations of the Receiving Party
What the Receiving Party must do: keep information confidential, use it only for specified purposes, limit access to authorized personnel, take reasonable security measures.
5. Time Period
How long the confidentiality obligation lasts. Common durations: 2-5 years for standard business information, indefinitely for trade secrets. Some courts limit enforcement beyond 5 years.
6. Permitted Disclosures
When the Receiving Party can disclose: court orders, regulatory requirements, with prior written consent. Include notification requirements when forced to disclose.
7. Return or Destruction of Information
What happens when the relationship ends. Typically, the Receiving Party must return all confidential materials or destroy them and certify destruction in writing.
8. Remedies for Breach
Consequences of violation: monetary damages, injunctive relief, legal fees. Include language that money damages may be inadequate, allowing for emergency court orders.
9. Governing Law and Jurisdiction
Which state’s law applies and where lawsuits will be filed. Choose a state with strong NDA enforcement and where you have business presence.
10. Signatures
Both parties must sign and date. For business entities, include the signer’s title and authority.
How to Fill Out an NDA Step-by-Step
- Choose the right template — unilateral if only one party shares; mutual if both share.
- Identify the parties — full legal names, business entity type, and addresses.
- Define confidential information — list specific categories relevant to your situation.
- List exclusions — information that won’t be considered confidential.
- Set the purpose — why the information is being shared (evaluating a deal, employment, etc.).
- Specify the duration — how long confidentiality must be maintained.
- Define permitted use — what the Receiving Party can do with the information.
- Add return/destruction terms — what happens to materials when the relationship ends.
- State governing law — which state’s law governs the contract.
- Sign and date — both parties sign, date, and keep copies.
Are NDAs Enforceable?
Yes, NDAs are generally enforceable in all 50 states, but they must be:
- Specific — clearly define what information is protected
- Reasonable in scope — not overly broad in time or coverage
- Protect legitimate business interests — actual trade secrets or confidential data
- Properly signed — both parties consent in writing
- Supported by consideration — typically the relationship itself (employment, partnership)
Recent state laws have limited NDA enforcement in cases involving sexual harassment, discrimination, or illegal activity. Several states (California, New York, Washington, others) have passed «Silenced No More» laws restricting NDAs in those contexts.
Common Mistakes to Avoid
- Vague definition of confidential information — «all business information» is too broad
- No time limit — perpetual NDAs are often unenforceable for non-trade-secret information
- Missing exclusions — public information should be explicitly excluded
- One-size-fits-all template — customize for your specific industry and situation
- No remedy clause — without consequences, the NDA has weak teeth
- Forgetting to sign before sharing — get the NDA signed FIRST, then share information
- No return/destruction clause — what happens to materials when the deal ends?
Download Your Free NDA Template
Choose the format that fits your needs. Both unilateral and mutual versions are included. Editable in Word, Google Docs, or PDF editor.
Frequently Asked Questions
What is the difference between an NDA and a confidentiality agreement?
They are the same thing. «Non-disclosure agreement» and «confidentiality agreement» are interchangeable terms for the same type of contract.
How long does an NDA last?
Most NDAs last 2-5 years. Trade secret protections can extend indefinitely as long as the information remains secret. Beyond 5 years, courts often require strong justification.
Can an NDA cover information shared before signing?
Yes, if the NDA explicitly states it covers prior disclosures. Best practice: sign the NDA BEFORE sharing any confidential information.
Is an NDA enforceable if signed under duress?
No. NDAs must be signed voluntarily. Threats, coercion, or duress can void the agreement. Both parties must enter freely with proper consideration.
Can I be sued for violating an NDA?
Yes. Violating an NDA exposes you to lawsuits for monetary damages, lost profits, and injunctive relief (court orders stopping further disclosure). Some NDAs include liquidated damages — predetermined penalty amounts.
What information cannot be covered by an NDA?
Public information, information already known to the Receiving Party, information independently developed, and information legally obtained from other sources. Federal whistleblower protections also override NDAs for reporting illegal activity to authorities.
Do NDAs need to be notarized?
No, NDAs don’t require notarization to be enforceable. Notarization adds an extra layer of verification but is not legally required.
Can I refuse to sign an NDA?
Yes — signing is voluntary. However, refusing may end the business relationship, job offer, or partnership negotiation. Read carefully and negotiate terms before signing.
Should I get a lawyer to review an NDA?
For standard business situations, a well-written template is usually sufficient. For high-value deals, mergers, IP licensing, or executive-level contracts, attorney review is strongly recommended.
What’s the difference between an NDA and a non-compete?
An NDA protects information — what you can share. A non-compete restricts employment — where you can work after leaving. NDAs are widely enforceable; non-competes face increasing legal restrictions, especially for employees. Download our free non-compete template here.
Related Templates
- Free Non-Compete Agreement Template
- Free Partnership Agreement Template
- Free Independent Contractor NDA
- Free Employee Confidentiality Agreement
- Free Mutual NDA Template
Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. NDA enforceability varies by state and situation. Consult a licensed attorney for high-stakes confidentiality matters.