Free Non-Disclosure Agreement (NDA) Template

Non-disclosure agreements (NDAs) protect confidential information in many situations. You can use them for business deals, employment contracts, real estate transactions, and financial agreements. Some NDAs are general, while others are designed for specific industries like technology, healthcare, or intellectual property.

To make it easy, we’ve grouped the most common NDA types below. Explore the options and choose the template that best fits your needs.

Standard NDAs

These general non-disclosure agreements cover common confidentiality needs for individuals and businesses. You can customize our NDA templates to fit your specific situation.

Most Popular

Most Popular

Basic/Standard Confidentiality Agreement

Mutual

Unilateral (One-Way)

Contractor & Employee NDAs

Companies use these NDA templates to protect sensitive business information shared with employees, contractors, and interns. An employee NDA can cover important company information, such as:

• customer information and purchase history
• intellectual property and copyrights
• marketing and service strategies
• business and financial operations

Employee

Intern

Independent Contractor

Volunteer

HIPAA Employee

Interview

Financial & Business NDAs

These agreement templates are designed for business sales, partnerships, financial transactions, and company plans. Implementing these agreements ensures your partners or employees can’t provide sensitive details to outside parties. You can use a business or financial NDA to protect the following information:

• business strategies
• technological developments
• vendor information
• investment or financial actions

Business Associate

Business Plan

Business Sale

Financial Information

Real Estate NDAs

When sharing property details with buyers, sellers, or tenants, these NDA templates help protect confidential discussions. Common details included in a real estate NDA include:

• property revenue
• tax information
• environmental reports
• appraisal values
• buyer income and credit information

Landlord-Tenant

Real Estate Buyer

Commercial Real Estate

Industry-Specific NDAs

Certain industries, such as film, design, or technology, require specialized NDAs. These agreements protect trade secrets, intellectual property, or project details. Competitive and innovative companies often use an industry-specific NDA to ensure discretion for the following information:

• creative projects
• product designs and pending patents
• software developments
• product and web designs

Movie (Film)

Patent/Invention

Trade Secret

Software Development

Website Design

Product Development

Non-disclosure agreements must follow state laws to be legally enforceable. While the core terms remain the same, each state sets its own rules on trade secrets, enforcement, and limitations.

Find out how NDA laws apply in your state and create a contract that meets local legal standards.

A strong NDA must include key elements to be enforceable and protect sensitive information. If you use our NDA template, all essential clauses are built in. However, if you’re writing your own, make sure to include the following:

• Parties involved: Clearly name the disclosing and receiving parties to avoid loopholes. If multiple entities are involved, list them explicitly.
• Definition of confidential information: Be specific. Instead of vague terms like “all information,” list written, verbal, electronic, or visual data covered under the NDA.
• Obligations of the receiving party: State what the recipient can and cannot do with the confidential information. For example, they can review the data for a partnership but cannot use it for personal gain.
• Duration of the agreement: Courts favor NDAs with clear time limits. A trade secret NDA may last 5–10 years, while a product development NDA may expire in 1–3 years.
• Remedies for breach: Outline what happens if someone violates the NDA. Common remedies include mediation, arbitration, or legal action.
• Exclusions: NDAs do not apply to public knowledge, independently developed information, or data the recipient already had permission to share.

It’s essential to get your NDA just right. When written thoughtfully, it can ensure private details are only disclosed to those you intend to share them with.

1. Choose the Right Type of NDA

Start by choosing the right NDA for your situation. If you’re in a specialized industry, you can ensure that you choose the right agreement format.

You can also consider who’s sharing information, as this detail can dictate your NDA type. A mutual NDA is useful when both parties share confidential information, such as during a partnership. Alternatively, a unilateral NDA is for when only one party discloses sensitive information.

2. Define the Scope of Confidential Information

Confidential information must be clearly defined, but you don’t need to detail every document and piece of work. For example, you might be able to describe “confidential information” as “all documents labeled ‘Confidential.'”

When you use our template, you can choose which types of information you want to remain private. You can define it as “All information shared with the receiving party” or “Only specific information.” If you choose “Only specific information,” you can further narrow it down by business category.

3. Specify Exclusions

Specify widely accepted exceptions to ensure your NDA isn’t too restrictive. For example, suppose the receiving party worked with you on a previous project. Any knowledge they gained from the previous project would be excluded from the current NDA.

You can also specify any non-standard exclusions that you want to include. For example, an employee may gain general knowledge when working for you. You may clarify that they can use this knowledge elsewhere if it’s not tied to specific proprietary details.

4. Finalize Terms & Obtain Signatures

Everyone must agree on all terms and sign the final NDA before it is a legal contract. It’s a good idea to have a legal professional review your final NDA before you sign it.

Before signing, you may choose to incorporate additional clauses. For example, you may decide to include a non-compete clause. This kind of clause bans the recipient from working with competitors. You must write the clause to keep it reasonable and fair to all parties. For example, your non-compete clause must not be indefinite. It must also only apply to specific areas where your business has interests.

Below is a sample non-disclosure agreement you can review to see how NDA forms are typically structured. When you’re ready to create your own, try our Non-Disclosure Agreement template builder for free. You can customize the NDA form to fit your needs and download the final agreement in PDF or Word format.

This is a document preview. Your customized version will be created after you answer a few quick questions.

State of __________

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of

____________________, 20______ (the “Effective Date”) by and between:

Disclosing Party: ____________________________, as a(n) (Check one) ☐ Individual

☐ Corporation ☐ Limited Liability Company ☐ Partnership ☐ Limited Partnership ☐ Limited

Liability Partnership ("Disclosing Party") and

R

eceiving Party: ____________________________, as a(n) (Check one) ☐ Individual

☐ Corporation ☐ Limited Liability Company ☐ Partnership ☐ Limited Partnership ☐ Limited

Liability Partnership ("Receiving Party")

D

isclosing Party and Receiving Party have indicated an interest in exploring a potential business

relationship relating to: _________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________ (the “Transaction”).

I

n connection with its respective evaluation of the Transaction, each party, their respective affiliates and

their respective directors, officers, employees, agents or advisors (collectively, “Representatives”) may

provide or gain access to certain confidential and proprietary information. A party disclosing its

Confidential Information to the other party is hereafter referred to as a “Disclosing Party.” A party

receiving the Confidential Information of a Disclosing Party is hereafter referred to as a “Receiving Party.”

In consideration for being furnished Confidential Information, Disclosing Party and Receiving Party agree

as follows:

1. Confidential Information. Confidential information is: (Check one)

☐ Al

l information shared by Disclosing Party. "Confidential Information" shall mean (i) all informatio

n

r

elating to Disclosing Party’s products, business and operations including, but not limited to, financial

documents and plans, customers, suppliers, manufacturing partners, marketing strategies, vendors,

products, product development plans, technical product data, product samples, costs, sources, strategies,

operations procedures, proprietary concepts, inventions, sales leads, sales data, customer lists, customer

profiles, technical advice or knowledge, contractual agreements, price lists, supplier lists, sales estimates,

product specifications, trade secrets, distribution methods, inventories, marketing strategies, source code,

software, algorithms, data, drawings or schematics, blueprints, computer programs and systems an

d

know-how or other intellectual property of Disclosing Party and its affiliates that may be at any time

f

urnished, communicated or delivered by Disclosing Party to Receiving Party, whether in oral, tangible,

electronic or other form; (ii) the terms of any agreement, including this Agreement, and the discussions,

negotiations and proposals related to any agreement; (iii) information acquired during any tours of

Disclosing Party’s facilities; and (iv) all other non-public information provided by Disclosing Party

whosoever. All Confidential Information shall remain the property of Disclosing Party.

☐ Only information marked ‘Confidential.’ "Confidential Information," exchanged by the parties and

entitled to protection hereunder, shall be identified or marked as such by an appropriate stamp or marking

on each document exchanged designating the information as confidential or proprietary.

☐ Specific information. The term “Confidential Information” as used in this Agreement shall mean any

data or information that is competitively sensitive material and not generally known to the public,

including, but not limited to, information relating to any of the following, which Disclosing Party considers

confidential: (Check all that apply)

☐ 'Accounting Information' which includes all books, tax returns, financial information, financial

forecasts, pricing lists, purchasing lists and memos, pricing forecasts, purchase order information,

supplier costs and discounts, or related financial or purchasing information.

☐ 'Business Operations' which includes all processes, proprietary information or data, ideas or the

like, either in existence or contemplated related to Disclosing Party’s daily and long-term plans for

conducting Disclosing Party's business.

☐ 'Computer Technology' which includes all computer hardware, software or other tangible and

intangible equipment or code either in existence or development.

☐ 'Customer Information' which includes the names of entities or individuals, including their affiliates

and representatives, that Disclosing Party provides and sells its services or goods to, as well as any

associated information, including but not limited to, leads, contact lists, sales plans and notes, shared

and learned sales information such as pricing sheets, projections or plans, agreements, or such other

data.

☐ 'Intellectual Property' which includes patents, trademarks, service marks, logos, trade names,

internet or website domain names, rights in designs and schematics, copyrights (including rights in

computer software), moral rights, database rights, in each case whether registered or unregistered

and including applications for registration, in all rights or forms anywhere in the world.

☐ 'Marketing and Sales Information' which includes all customer leads, sales targets, sales markets,

advertising materials, sales territories, sales goals and projections, sales and marketing processes or

practices, training manuals or other documentation and materials related to the sales, marketing and

promotional activities of the Disclosing Party and its products or services.

☐ 'Proprietary Rights’ which includes any and all rights, whether registered or unregistered, in and

with respect to patents, copyrights, trade names, domain names, logos, trademarks, service marks,

confidential information, know-how, trade secrets, moral rights, contract or licensing rights, whether

protected under contract or otherwise under law, and other similar rights or interests in intellectual

property.

☐ 'Procedures and Specifications' which includes all procedures and other specifications, criteria,

standards, methods, instructions, plans or other directions prescribed by Disclosing Party for the

manufacture, preparation, packaging and labelling, and sale of its products or services.

☐ 'Product Information' which includes Disclosing Party’s products which are being contemplated for

sale, manufactured, marketed, listed, or sold, including any fixes, revisions, upgrades, or versions, of

which consists of all data, software and documentation related thereto.

☐ 'Service Information' which means the services provided by Disclosing Party, including the

method, details, means, skills and training, which consists of all data, software and documentation

related thereto.

☐ 'Software Information' which means the proprietary computer programs of Disclosing Party,

including all fixes, upgrades, new versions, new enhancements, modifications, edits, conversions,

replacements, or the like, in machine readable form or documentation and materials, and all copies

and translations of such computer programs, documentation and materials, regardless of the form or

media of expression or storage.

☐ Other: ________________________________________________________________________

_________________________________________________________________________________

_________________________________________________________________________________

2. Exclusions from Confidential Information. The obligation of confidentiality with respect to

Confidential Information will not apply to any information:

a. If the information is or becomes publicly known and available other than as a result of prior

unauthorized disclosure by Receiving Party or any of its Representatives;

b. If the information is or was received by Receiving Party from a third party source which, to the best

knowledge of Receiving Party or its Representatives, is or was not under a confidentiality obligation to

Disclosing Party with regard to such information;

c. If the information is disclosed by Receiving Party with the Disclosing Party’s prior written permission

and approval;

d. If the information is independently developed by Receiving Party prior to disclosure by Disclosing

Party and without the use and benefit of any of the Disclosing Party’s Confidential Information; or

e. If Receiving Party or any of its Representatives is legally compelled by applicable law, by any court,

governmental agency or regulatory authority or by subpoena or discovery request in pending litigation

but only if, to the extent lawful, Receiving Party or its Representatives give prompt written notice of

that fact to Disclosing Party prior to disclosure so that Disclosing Party may request a protective order

or other remedy to prevent or limit such disclosure and in the absence of such protective order or

other remedy, Receiving Party or its Representatives may disclose only such portion of the

Confidential Information which it is legally obligated to disclose.

3. Obligation to Maintain Confidentiality. With respect to Confidential Information:

a. Receiving Party and its Representatives agree to retain the Confidential Information of the

Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of such

information and to not permit unauthorized access to or unauthorized use, disclosure, publication or

dissemination of Confidential Information except in conformity with this Agreement;

b. Receiving Party and its Representatives shall adopt and/or maintain security processes and

procedures to safeguard the confidentiality of all Confidential Information received by Disclosing Party

using a reasonable degree of care, but not less than that degree of care used in safeguarding its own

similar information or material;

c. Upon the termination of this Agreement, Receiving Party will ensure that all documents,

memoranda, notes and other writings or electronic records prepared by it that include or reflect any

Confidential Information are returned or destroyed as directed by Disclosing Party;

d. If there is an unauthorized disclosure or loss of any of the Confidential Information by Receiving

Party or any of its Representatives, Receiving Party will promptly, at its own expense, notify Disclosing

Party in writing and take all actions as may be necessary or reasonably requested by Disclosing Party

to minimize any damage to the Disclosing Party or a third party as a result of the disclosure or loss;

and

e. The obligation not to disclose Confidential Information shall: (Check one)

☐ Survive the termination of this Agreement, and at no time will Receiving Party or any of its

Representatives be permitted to disclose Confidential Information, except to the extent that such

Confidential Information is excluded from the obligations of confidentiality under this Agreement

pursuant to Paragraph 2 above.

☐ Remain in effect until __________ (Check one) ☐ months ☐ years from the date hereof or

until the Confidential Information ceases to be a trade secret, except to the extent that such

Confidential Information is excluded from the obligations of confidentiality under this Agreement

pursuant to Paragraph 2 above.

4. Non-Disclosure of Transaction. Without Disclosing Party’s prior written consent, neither Receiving

Party nor its Representatives shall disclose to any other person, except to the extent, the provisions of

Paragraph 2 apply: (a) the fact that Confidential Information has been made available to it or that it has

inspected any portion of the Confidential Information; (b) the fact that Disclosing Party and Receiving

Party are having discussions or negotiation concerning the Transaction; or (c) any of the terms,

conditions or other facts with respect to the Transaction.

5. Non-Compete. (Cross out if you do not want to include a non-compete clause)

Receiving Party agrees that at no time will Receiving Party engage in any business activity which is

competitive with Disclosing Party, nor work for any company which competes with Disclosing party:

(Check one)

☐ During the term of Receiving Party’s relationship with Disclosing Party.

☐ From the date of this Agreement until ____________________, 20______.

6. Non-Solicitation. (Cross out if you do not want to include a non-solicitation clause)

Receiving Party agrees not to solicit any employee or independent contractor of Disclosing Party on

behalf of any other business enterprise, nor shall Receiving Party induce any employee or independent

contractor associated with Disclosing Party to terminate or breach an employment, contractual or other

relationship with Disclosing Party: (Check one)

☐ During the term of Receiving Party’s relationship with Disclosing Party.

☐ From the date of this Agreement until ____________________, 20______.

7. Representatives. Receiving Party will take reasonable steps to ensure that its Representatives

adhere to the terms of this Agreement. Receiving Party will be responsible for any breach of this

Agreement by any of its Representatives.

8. Disclaimer. There is no representation or warranty, express or implied, made by Disclosing Party as

to the accuracy or completeness of any of its Confidential Information. Except for the matters set forth in

this Agreement, neither party will be under any obligation with regard to the Transaction. Either party

may, in its sole discretion: (a) reject any proposals made by the other party or its Representatives with

respect to the Transaction; (b) terminate discussions and negotiations with the other party or its

Representatives at any time and for any reason or for no reason; and (c) change the procedures relating

to the consideration of the Transaction at any time without prior notice to the other party.

9. Remedies. Each party agrees that use or disclosure of any Confidential Information in a manner

inconsistent with this Agreement will give rise to irreparable injury for which: (a) money damages may not

be a sufficient remedy for any breach of this Agreement by such party; (b) the other party may be entitled

to specific performance and injunction and other equitable relief with respect to any such breach; (c) such

remedies will not be the exclusive remedies for any such breach, but will be in addition to all other

remedies available at law or in equity; and (d) in the event of litigation relating to this Agreement, if a court

of competent jurisdiction determines in a final non-appealable order that one party, or any of its

Representatives, has breached this Agreement, such party will be liable for reasonable legal fees and

expenses incurred by the other party in connection with such litigation, including, but not limited to, any

appeals.

10. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt

and shall be sent via one of the following methods: delivery in person, overnight courier service, certified

or registered mail, postage prepaid, return receipt requested, addressed to the party to be notified at the

below address or by facsimile at the below facsimile number or in the case of either party, to such other

party, address or facsimile number as such party may designate upon reasonable notice to the other

party.

Disclosing Party

Name: ________________________

Representative name: ________________________ Title: ________________________

Address: ________________________________________

Phone number: ________________________

Fax number: ________________________

Receiving Party

Name: ________________________

Representative name: ________________________ Title: ________________________

Address: ________________________________________

Phone number: ________________________

Fax number: ________________________

11. Termination. This Agreement will terminate on the earlier of:

(a) the written agreement of the parties to terminate this Agreement;

(b) the consummation of the Transaction or

(c) __________ (Check one) ☐ months ☐ years from the date hereof.

12. Amendment. This Agreement may be amended or modified only by a written agreement signed by

both of the parties.

13. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the

State of _________________, without regard to the principles of conflict of laws. Each party consents to

the exclusive jurisdiction of the courts located in the State of _________________ for any legal action,

suit or proceeding arising out of or in connection with this Agreement. Each party further waives any

objection to the laying of venue for any such suit, action or proceeding in such courts.

14. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective

successors and permitted assigns of the parties. Neither party may assign its rights or delegate its duties

under this Agreement without the other party’s prior written consent. In the event that any provision of this

Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall

not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or

unenforceable parts had not been included in this Agreement. Neither party will be charged with any

waiver of any provision of this Agreement, unless such waiver is evidenced by a writing signed by the

party and any such waiver will be limited to the terms of such writing.

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

above.

Disclosing Party:

Disclosing Party Signature

Disclosing Party Full Name

Disclosing Party Representative

Signature

Disclosing Party Representative

Full Name and Title

Receiving Party:

Receiving Party Signature

Receiving Party Full Name

Receiving Party Representative

Signature

Receiving Party Representative

Full Name and Title

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The length of a non-disclosure agreement depends on the terms set in the contract. Some NDAs last for a specific time period—such as two to five years—while others remain in effect indefinitely, especially when protecting trade secrets.

Most NDAs last as long as the confidential information needs protection. However, courts may not enforce overly long NDAs if they seem unreasonable or too restrictive. To avoid confusion, always clearly state the duration in your NDA.

Yes, NDAs are enforceable and legally binding as long as they meet the legal requirements. Use the following steps to help make your NDA enforceable:

• clearly define confidential information
• set a reasonable time limit for confidentiality
• make sure both parties benefit from the agreement
• follow state laws and public policy

Courts may challenge NDAs if they’re too broad, last too long, or try to restrict reporting discrimination. To avoid these issues, our non-disclosure agreement template includes pre-written clauses that follow legal best practices and give both parties fair protection.

If someone violates an NDA, you may be able to take legal action. A common first step is to send a violation of NDA cease and desist letter to demand that the other party stop disclosing the information.

Limitations for Enforcing NDAs

Washington’s Silenced No More Act limits the use of NDAs in employment settings. California also has its own Silenced No More Act in place. These acts prohibit employers from enforcing non-disclosure agreements that prevent employees from discussing illegal workplace conduct, including harassment, discrimination, and retaliation.

Many other states, including Arizona, Colorado, and New York, have state-specific NDA laws prohibiting the enforcement of an NDA for sexual misconduct and unjust discrimination against employees. Check your state guidelines for a better understanding of the requirements and limitations.