Free NDA Template & Generator
Create and edit a free NDA template for a one-way or mutual agreement, then download a clean PDF. Private in-browser tool, no sign-up and no watermark.
🔒 Your agreement is not uploaded. Browser draft saving is controlled above.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (this "Agreement") is entered into and effective as of August 13, 2026, by and between [Disclosing Party] (the "Disclosing Party") and [Receiving Party] (the "Receiving Party").
The parties wish to explore the evaluation of a potential business relationship between the parties (the "Purpose"), in connection with which the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party. In consideration of the mutual promises below, the parties agree as follows:
1. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in any other form, that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes, without limitation, business plans, financial information, customer and supplier lists, pricing, technical data, trade secrets, software, designs, and know-how.
2. Obligations of the Receiving Party
The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) hold the Confidential Information in strict confidence and protect it with at least the same degree of care it uses for its own confidential information, and no less than a reasonable degree of care; and (c) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party, except to its employees, advisors, or agents who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully obtained by the Receiving Party from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives the Disclosing Party prompt written notice (where legally permitted) and reasonable cooperation to seek protective treatment.
4. Term
This Agreement begins on the effective date and continues until terminated by either party on written notice. The Receiving Party's obligations of confidentiality with respect to Confidential Information disclosed during the term shall survive for a period of 3 years following such disclosure. Obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.
5. Return or Destruction of Materials
Upon the Disclosing Party's written request or termination of this Agreement, the Receiving Party shall promptly return or destroy all materials containing Confidential Information and, if requested, certify such destruction in writing.
6. No License or Other Rights
All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any license or right to the Confidential Information except the limited right to use it for the Purpose. No warranty of any kind is made as to the accuracy or completeness of the Confidential Information.
7. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. The Disclosing Party is therefore entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
8. Governing Law and Entire Agreement
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. It constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions. Any amendment must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions remain in full force.
The parties have executed this Agreement as of the effective date first written above.
Not legal advice. This tool provides a general-purpose template for convenience. It is not a substitute for advice from a qualified lawyer, and laws differ by country and situation. Review the terms carefully — and have a professional review them for anything high-value or unusual — before you rely on or sign the agreement.
Edit a free NDA template and create the PDF
Need to share sensitive information with a contractor, a potential partner, or a new hire? This free NDA template gives you an editable starting structure for a non-disclosure agreement—one-way or mutual—and the generator turns it into a clean PDF. Fill in the parties, permitted purpose and terms, review the live agreement, and download.
Everything runs in your browser, so DraftFort does not receive the names and details in your agreement. Browser draft saving is off by default for new visitors; enable Private draft only if you want this browser to remember the form.
Template or generator—which do you need?
A blank NDA template gives you fixed text to edit elsewhere. This page combines the template and generator: each form choice updates the agreement, and the PDF is formatted automatically with selectable text and signature blocks.
It is deliberately general rather than pretending one form fits every country. You choose the governing law, but DraftFort does not check local employment, consumer, competition, whistleblowing, trade-secret or contract rules. Use the template as a starting point and obtain qualified local advice when the value, risk or relationship makes that important.
What the NDA covers
The generated agreement includes the standard clauses businesses expect:
- Definition of Confidential Information — what’s protected
- Optional specific categories — your description of the information the parties intend to cover
- Obligations of the receiving party — use only for the agreed purpose, keep it secret
- Exclusions — public information, prior knowledge, independent development, legally required disclosure
- Term — how long confidentiality obligations last
- Return or destruction of materials on request
- No license and remedies (including injunctive relief)
- Governing law and a signature block for both parties
One-way or mutual?
- Choose one-way when only you are sharing confidential information — for example, briefing a freelancer or showing a product to a potential customer.
- Choose mutual when both sides will exchange confidential information — for example, two companies evaluating a partnership.
Switch between them at the top of the form and the wording updates automatically.
| Situation | Starting point to consider | Why |
|---|---|---|
| You disclose information to a contractor or evaluator | One-way | Only the recipient is expected to receive protected information |
| Both businesses exchange non-public plans or technical details | Mutual | Each side can be both a discloser and a recipient |
| An employment, investment, acquisition or regulated matter | Professional review | Other rights, mandatory disclosures or jurisdiction-specific rules may need tailored terms |
This table helps choose a form; it does not decide whether an NDA is sufficient or enforceable for a particular relationship.
Define the information and permitted purpose clearly
An NDA is easier to understand when it says what information is covered and why the recipient may use it. Avoid relying on a label such as “everything is confidential” without considering written, oral and previously disclosed information. The purpose might be evaluating a proposed partnership, pricing a project or testing a prototype—not unrestricted business use.
The optional Specific information to protect field lets you add categories such as unpublished pricing, prototype designs or customer research to the definition clause. Describe the categories rather than pasting passwords, source files or the secret material itself. DraftFort processes the wording locally, but the finished agreement is intended to be reviewed and shared with the other party.
The exclusions also matter. General templates commonly address information that is already public, demonstrably known beforehand, independently developed, rightfully received from another source, or required to be disclosed by law. The facts and law determine whether an exclusion applies; the form cannot verify that for you.
Before anyone signs
- Confirm the correct legal names and whether each signer has authority.
- Describe the permitted purpose narrowly enough to be meaningful.
- Decide who may receive the information, such as employees or advisers.
- Review the confidentiality period and any obligations that survive it.
- Check return, destruction, compelled-disclosure and governing-law provisions.
- Keep the signed version and a record of important disclosures.
An NDA is only one confidentiality measure. Limit access, label sensitive material where appropriate, and avoid disclosing more than the purpose requires.
How to use it
- Pick one-way or mutual.
- Enter the parties’ names (and optionally entity type and address).
- Set the effective date and purpose, then optionally describe the specific categories of information to protect.
- Choose how long confidentiality lasts and enter the governing law.
- Review the live preview, then click Download PDF.
Once downloaded, both parties sign it — on paper or digitally with our free Sign PDF tool. Putting together the wider deal? Pair the NDA with a quotation and an invoice for a complete, consistent paper trail.
Sources and template boundary
Checked 22 July 2026. The UK Intellectual Property Office explains that an NDA should identify what it covers and restrict use to a specific permitted purpose. WIPO likewise highlights clear definitions, authorized use and exceptions as key drafting considerations. These are educational references, not a determination that UK law or any single rule applies to your agreement.
Frequently asked questions
Is this NDA generator free?
Yes — completely free, with no account, no sign-up, and no watermark on your agreement.
Is this an editable NDA template?
Yes. It is a general one-way or mutual NDA template with editable parties, purpose, protected-information categories, duration and governing law. The generator turns your choices into a clean PDF; it is not legal advice or a jurisdiction-specific substitute for a lawyer.
What's the difference between a one-way and a mutual NDA?
In a one-way (unilateral) NDA, only one party discloses confidential information and the other must protect it — common when you share information with a contractor or a potential vendor. In a mutual (bilateral) NDA, both parties share confidential information and both must protect it — common when two businesses explore a partnership. This tool creates both; just switch the agreement type.
Is my agreement uploaded or stored?
DraftFort does not receive or store it. Your NDA and PDF are created in your browser. Browser draft saving is off by default for new visitors. If you enable Private draft, it stays only in that browser until you disable saving, press Reset or clear site data.
How long should confidentiality last?
There is no universal duration. The appropriate term depends on the information, purpose, governing law and negotiated deal. Some obligations use a fixed period, while qualifying trade-secret information may need different treatment. Choose deliberately and obtain legal advice when the consequences matter.
Can I describe the specific information the NDA should protect?
Yes. Use the optional 'Specific information to protect' field to identify categories such as unpublished pricing, prototype designs or customer research. Describe the categories rather than pasting the confidential material itself. Your wording appears in the agreement and is processed only in your browser.
How do we sign the NDA?
Download the PDF and both parties sign it — on paper, or electronically. You can add signatures digitally with our free Sign PDF tool, which also runs entirely in your browser.
Is this a legally binding contract?
A signed NDA can be legally binding, but this is a general template, not legal advice, and laws vary by country and situation. For high-value or unusual matters, have a qualified lawyer review it before signing.