Free NDA Generator
Create a non-disclosure agreement (NDA) online for free. One-way or mutual, with a live preview and clean PDF download. No sign-up, no watermark — runs entirely in your browser.
🔒 Your agreement never leaves your browser. Nothing is uploaded.
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (this "Agreement") is entered into and effective as of July 10, 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.
Create a non-disclosure agreement in minutes
Need to share sensitive information with a contractor, a potential partner, or a new hire? This free NDA generator produces a clean, professional non-disclosure agreement — one-way or mutual — with a live preview and an instant PDF. Fill in the parties and terms, and download. Everything runs in your browser, so the names and details in your agreement are never uploaded.
What the NDA covers
The generated agreement includes the standard clauses businesses expect:
- Definition of Confidential Information — what’s protected
- 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.
How to use it
- Pick one-way or mutual.
- Enter the parties’ names (and optionally entity type and address).
- Set the effective date, the purpose, how long confidentiality lasts, and 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.
Frequently asked questions
Is this NDA generator free?
Yes — completely free, with no account, no sign-up, and no watermark on your agreement. We keep the tools free with unobtrusive ads.
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?
No. Your NDA is built entirely inside your web browser and the PDF is generated on your device. The party names, terms and any sensitive details are never uploaded to or stored on our servers.
How long should confidentiality last?
Two to five years is typical for general business information; three years is a common default. Trade secrets are usually protected for as long as they remain secret. Set the duration that fits your situation in the form.
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.