Free NDA Generator — Non-Disclosure Agreement PDF

Create a professional non-disclosure agreement (mutual or one-way) in minutes. Define scope, duration, governing law, and signatures. Multi-page PDF — free, no signup, no watermark.

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Not legal advice. This template is a starting point and is not a substitute for legal advice. Enforceability depends on state law, scope, and circumstances. For high-stakes confidential information or complex business relationships, consult an attorney before signing.

Agreement Type

Disclosing Party

Receiving Party

Purpose & Scope

Select the categories of information that should be protected:

Terms

What is this calculator for?

An NDA — non-disclosure agreement — is the contract you sign before sharing something the other party could use against you. Business plans, customer lists, source code, financials, the deck you're pitching to investors, the supplier list you spent two years building. Without an NDA, the other party can take what you tell them and walk straight to your competitor, your investor's other portfolio companies, or their own startup. With an NDA, they can't — or at least the legal cost of doing so becomes high enough to deter most rational actors.

There are two flavors. One-way NDA (also called unilateral): one party is the Disclosing Party, the other is the Receiving Party. You use this when only you are sharing — pitching investors who are evaluating you, hiring a contractor who'll see your code, working with a manufacturer on your product designs. Mutual NDA: both parties disclose to each other and both have to protect what they hear. You use this for partnership discussions, M&A talks, or any two-way exploration. The legal effect for the disclosing side is essentially identical; mutual NDAs are friendlier to sign because neither side feels singled out. Default to mutual when in doubt.

The NDA Generator builds a multi-page PDF with the right structure: defined Confidential Information categories, standard exclusions (publicly available info, independently developed info, court-ordered disclosure), Receiving Party obligations, a duration term, return-or-destruction clause, remedies including injunctive relief, and signatures. Optional non-solicitation and non-compete clauses are available as opt-ins with state-law warnings. Governing state is selectable from all 50 states.

How to use this calculator

Step 1: pick the agreement type. Mutual if both parties will share confidential information; one-way if only the Disclosing Party shares. If you're not sure, pick mutual — it's the more flexible default and rarely the wrong choice.

Step 2: enter both parties. Legal name, business name (LLC, Corp, etc.), title, address, email for each side. The business name is the legal entity that signs; the personal name is the human who signs on the entity's behalf. If a party is an individual without an entity, leave the business name blank.

Step 3: describe the purpose. One concise sentence describing the business context — "a potential investment in the Disclosing Party's coffee roasting business," "an evaluation of the Disclosing Party's SaaS platform for acquisition," "a proposed manufacturing partnership for the Disclosing Party's hardware product." The purpose limits the scope of permitted use; the Receiving Party can use Confidential Information for this purpose only.

Step 4: define Confidential Information. The generator pre-checks four common categories (business plans, financials, customer lists, technical data) and offers four more as opt-ins (product designs, marketing strategy, employee info, custom category). Be specific rather than broad — courts strike down NDAs whose definition of confidential info is "literally everything." The pre-set categories cover most business situations.

Step 5: set the term and governing state. Two years is the default and is enough for most business information. Three to five years for higher-stakes disclosures (customer lists, pricing strategy, product roadmaps). Indefinite is reserved for true trade secrets — proprietary formulas, manufacturing processes, source code that has independent value. Pick the governing state where you (the Disclosing Party) operate; the law of that state will govern any disputes.

Step 6: optional clauses. Non-solicitation prevents the Receiving Party from poaching your employees or customers for one year — usually enforceable if reasonable. Non-compete prevents direct competition for one year — banned outright in California, North Dakota, Oklahoma, Minnesota, and increasingly restricted nationally. Liquidated damages set a pre-agreed dollar amount for a breach — useful when actual damages would be hard to quantify, dangerous if courts decide the amount is a penalty rather than a reasonable estimate.

Click Download NDA PDF. Email it to the receiving party, get it signed (e-signature is fine under the federal ESIGN Act), then share the confidential materials.

Understanding your results

The PDF is a 2-3 page agreement in standard NDA format: title page with parties and effective date, numbered sections covering purpose, definitions, exclusions, obligations, term, return of materials, remedies, optional non-solicit and non-compete (only if you opted in), and general provisions. Signature blocks at the end with print-name, title, and date lines for both parties. Page numbers throughout. No Mubboo branding — it's your document.

What's in each section. Section 1 (Purpose) states why information is being shared, which limits the Receiving Party's permitted use. Section 2 (Confidential Information) lists the categories you selected, plus a catch-all for "information a reasonable person would understand to be confidential." Section 3 (Exclusions) covers the five standard carveouts: info already known, info that becomes public, independently developed info, info from a third party not under confidentiality, and information required to be disclosed by court order. These exclusions are non-negotiable in any enforceable NDA — courts require them. Section 4 (Obligations) requires the Receiving Party to use reasonable care to protect the information and to limit disclosure to employees, contractors, and advisors with a need to know. Section 5 (Term) sets the duration of the confidentiality obligation plus a three-year tail after expiration for ongoing protection.

Section 6 (Return or Destruction) lets the Disclosing Party demand back any materials at termination. Section 7 (Remedies) includes the critical injunctive-relief language — courts can order the Receiving Party to stop using your information, which is more valuable than damages because it actually preserves your secret instead of just compensating for its loss. Optional liquidated damages set a pre-agreed dollar amount. Section 8 (No License / No Warranty) clarifies that sharing information doesn't transfer ownership and the information is provided as-is.

How to use it. Email the PDF to the receiving party with a one-line note: "Standard NDA before we share details — sign and return, then I'll send the materials." Most professionals e-sign via PDF reader, DocuSign, or HelloSign — all legally equivalent to wet-ink signatures under federal ESIGN. Once signed, store the executed copy alongside your records. Reference the NDA whenever the scope of permitted use comes up during the relationship.

A worked example

Marcus runs a specialty coffee roastery in Seattle, Pinewood Coffee Co. After three years of growth, he's exploring a potential acquisition by a private equity firm that focuses on consumer brands. The PE firm needs to see Pinewood's financials, supplier contracts, customer concentration data, and growth projections to decide whether to make an offer.

Marcus opens the NDA Generator. Agreement type: Mutual NDA — the PE firm will also share its own evaluation methodology and may discuss other portfolio companies. Disclosing Party: "Marcus Chen / Pinewood Coffee Co LLC / Founder & CEO / 3401 Fremont Ave N, Seattle WA 98103 / marcus@pinewoodcoffee.com." Receiving Party: "Aria Park / Cascade Consumer Capital LLC / Principal / 1247 17th Ave NW, Seattle WA 98119 / aria@cascadecap.com." Purpose: "a potential acquisition of the Disclosing Party's coffee roasting business by the Receiving Party."

Categories: All four defaults plus product designs (Marcus is launching a new packaging line) and marketing strategy (the PE firm's analysts will see his customer acquisition data). Custom category: "proprietary supplier contracts and green coffee bean sourcing relationships." Term: 5 years (M&A material is high-value and stays sensitive longer than typical business info). Governing state: Washington. Effective date: May 19, 2026. Optional clauses: Non-solicitation checked (Marcus doesn't want Cascade to poach his head roaster or his top wholesale accounts if the deal falls through). Non-compete unchecked (would be unenforceable here anyway — Cascade is a PE firm, not a competing coffee company). Liquidated damages checked at $250,000 (high-stakes M&A discussion, and the amount reflects the real value of the financial data being shared).

He clicks Download NDA PDF. pinewood-coffee-co-mutual-nda.pdf appears. Three pages including the optional sections, looks like an attorney drafted it. He emails it to Aria with a note: "Mutual NDA before we share the data room — sign and return, then I'll grant access tomorrow." Aria's assistant runs it through DocuSign that afternoon. Both sides sign within 24 hours. Marcus grants Cascade access to the data room the next morning. The diligence process runs for six weeks; the deal eventually doesn't close because of valuation disagreement, but Pinewood's confidential information remains protected — and the non-solicit clause prevents Cascade from poaching the head roaster or the top wholesale accounts during what would have been a tempting six-week window.

Variation — Aria, a freelance UX consultant, hires a contractor (David) to help on a client project. The client is paying her under a freelance contract; David will see the client's code and product roadmap. Aria uses the NDA Generator in one-way mode (Aria is the Disclosing Party of David's work, but the underlying confidential info actually belongs to the client). She picks the technical-data and product-designs categories, two-year term, governing state matching the client's home state. The whole exchange takes 8 minutes; David signs and starts the next day. The pattern — NDA before contractor onboarding — is one of the highest-leverage process moves a solo consultant can make.

Related resources

For the broader freelance engagement that often follows an NDA, the Freelance Contract Generator handles scope, payment, IP, and termination. For setting up the business entity that will be the contracting party, the LLC vs S-Corp Calculator compares entity types. For invoicing the client after the engagement, the Invoice Generator. The USPTO trademark portal handles registered trademarks (a different layer of brand protection from NDAs); the FTC's 2024 Non-Compete Rule is the authoritative source on the current enforceability of non-compete clauses.

Frequently Asked Questions

When do I actually need an NDA?

Whenever you're about to share information that has business value and isn't already public — and the person receiving it could plausibly use it against you. Common moments: pitching investors, hiring contractors who'll see customer lists or code, exploring a partnership with another company, evaluating a potential acquisition or sale, sharing product designs with a manufacturer, interviewing key hires for sensitive roles. You do NOT need an NDA for: information already on your website, marketing materials, casual conversations with no specific business plan, or meetings with established law firms / accountants / banks (their professional duty already covers confidentiality). The rule of thumb: if disclosure could materially help a competitor or harm your business, get the NDA signed first.

Mutual NDA or one-way NDA — which do I use?

One-way (unilateral) NDA: one party discloses, the other party receives and must keep it confidential. Use this when only you are sharing sensitive info — e.g., you're hiring a contractor who'll see your code but isn't sharing anything proprietary back. Mutual NDA: both parties disclose and both must protect each other's information. Use this for partnership discussions, M&A talks, or any two-way exploration where both sides will share trade secrets. Default to mutual when in doubt — it's friendlier to sign because neither side feels singled out, and the legal effect for the disclosing party is essentially the same.

What makes an NDA actually enforceable?

Four pillars. First, the confidential information must be clearly defined — vague catch-all language like 'all information shared' is often unenforceable; courts prefer specific categories (technical specs, customer lists, financials, marketing strategy). Second, the duration must be reasonable — 1-5 years is standard for business info, indefinite for true trade secrets (the Coca-Cola formula). Third, the geography and scope must match a legitimate business interest — overbroad NDAs ('worldwide, forever, all topics') get struck down. Fourth, the receiving party must give consideration — usually the fact that they're being given access to the information IS the consideration, but make sure the NDA is signed BEFORE the information is shared, not after.

What about non-compete and non-solicitation clauses?

These are different beasts and increasingly unenforceable. Non-compete (you can't work for a competitor for X years) is banned outright in California, North Dakota, Oklahoma, and Minnesota; restricted in many other states; and the FTC issued a 2024 rule attempting to ban most of them nationally (currently in litigation). Non-solicitation (you can't poach my employees or customers for X years) is usually enforceable if the scope is reasonable — 1-2 years, limited to people you actually had access to through the relationship. The NDA generator offers these as opt-in checkboxes with warnings: include them only if you have a genuine, reasonable business interest, and expect a high-value receiving party to negotiate them down.

How long should an NDA last?

Two to five years is the sweet spot for most business information. Two years: short enough that the other party signs without much pushback, long enough to cover most deal timelines. Three to five years: appropriate when the information has longer commercial value (customer lists, pricing strategy, product roadmaps). Indefinite or 'in perpetuity': only for true trade secrets — proprietary formulas, source code, manufacturing processes. Courts are skeptical of indefinite NDAs covering general business info because the information becomes stale and the burden on the receiving party outweighs the protection. The calculator defaults to 2 years; bump to 3-5 for higher-stakes disclosures.

What if the other party violates the NDA?

Step 1: send a cease-and-desist letter from an attorney describing the breach and demanding it stop. This alone resolves most violations because the receiving party realizes they're caught and the cost of litigation outweighs the benefit of the disclosed information. Step 2: if the breach continues, file for an injunction (the NDA's 'injunctive relief' clause is specifically for this — the court orders the party to stop using your information). Step 3: sue for damages — the hard part is proving how much the breach actually cost you in lost business, which is why some NDAs include 'liquidated damages' clauses with a pre-agreed amount. For most small-business NDA breaches, steps 1-2 are sufficient. Step 3 makes economic sense only when damages are clearly > $50K and the breaching party has assets to recover from.

Does the receiving party have to sign before I share?

Yes, always, without exception. An NDA signed after disclosure is legally weak — the receiving party can argue they were never bound when they received the info. The standard workflow: send the NDA, wait for the signed copy back (email or DocuSign), then send the confidential materials. If someone is pressuring you to share first and 'we'll sign the paperwork later,' that's a red flag — either they're disorganized (manageable) or they're hoping to receive the information without the legal constraint (a major problem). The 60-second friction of signing first is the cheapest insurance available; never skip it.

Is this NDA legally binding in all 50 states?

The template uses standard non-disclosure language that's enforceable in every US state under general contract law principles. However, three caveats: (1) California limits NDA enforceability when it would prevent an employee from discussing harassment or discrimination — the template's confidential-info definition excludes those topics by default. (2) Several states (including California and Massachusetts) have laws governing what information employers can require employees to keep confidential after employment ends. (3) Non-compete clauses (if you opt to include them) have wildly different enforceability state-by-state. The governing-state dropdown picks the law that governs your NDA; pick the state where you (the disclosing party) operate, not the receiving party's state.

What happens if the other party refuses to sign?

Major red flag. Anyone who refuses to sign a reasonable NDA is telling you one of two things: either they don't understand the standard practice (manageable — explain why it matters and walk them through the document), or they're hoping to receive the information without the legal constraint (do not proceed). The friction of signing an NDA is the cheapest insurance available — under 5 minutes via e-signature. If a counterparty refuses to sign and pressures you to share anyway, decline. Real businesses sign NDAs all the time; the ones that don't are either inexperienced or actively trying to take advantage of you. The exception: law firms, accountants, and banks acting in their professional capacity have built-in confidentiality obligations and may legitimately decline an NDA — but they should sign anyway if you ask, and most do.

How is an NDA different from a Freelance Contract?

Different purposes. A freelance contract is the agreement that governs an entire engagement: scope, payment, deliverables, IP ownership, termination, all of it. It usually contains a short confidentiality section but is primarily about defining the work and the money. An NDA is just the confidentiality piece — used either before a freelance contract is signed (to share information during the proposal phase) or as a standalone document for non-engagement situations (investor pitches, partnership talks, M&A diligence, sharing materials with a vendor). The standard sequence for a freelance project where the prospect needs to see sensitive details to scope the work: NDA first, then proposal, then freelance contract once the engagement is confirmed. For straightforward projects with no upfront information-sharing, the freelance contract's built-in confidentiality clause is usually sufficient.

Can I use the same NDA template for multiple people?

Yes — that's actually the most efficient pattern for repeat NDA situations. Generate a 'master' template with your business as the Disclosing Party and standard clauses you want in every NDA, then save it as a base. For each new counterparty, you fill in their party details and any context-specific adjustments (purpose paragraph, optional clauses) and re-export. Consultants, founders fundraising, and anyone with regular confidential conversations should have an NDA template they can send within minutes. The hard part of using NDAs is not generating them — it's the discipline of sending them BEFORE the conversation that requires them, every time, no exceptions.

What if the other party wants to use their NDA instead?

Read it carefully. Their NDA will be drafted to favor them — broader Confidential Information definition (everything you say), narrower exclusions (none of the standard carveouts), longer duration (5+ years or indefinite), and possibly clauses that favor their jurisdiction. Acceptable in many cases — a sophisticated counterparty's NDA is usually fine if the scope matches a legitimate business interest. Push back if you see: missing or narrowed standard exclusions (info already public, independently developed, court-ordered), unlimited duration on general business info (acceptable only for trade secrets), or mandatory arbitration in their home state (unfavorable if you're the smaller party). For high-stakes NDAs ($25K+ in potential damages), pay an attorney $300-$500 to review the counterparty's draft — that's the cheapest legal insurance available.

Is a verbal agreement to keep something confidential enforceable?

Usually not. Most US courts require evidence that both parties intended to create a binding confidentiality obligation — a written agreement is by far the strongest evidence. Implied confidentiality can exist in specific contexts (attorney-client, doctor-patient, established business relationships with prior practice) but is much harder to prove than a signed NDA. For one-off business conversations: if you didn't get it in writing, assume the conversation is treated as not confidential. The fix is simple: never share anything sensitive until the NDA is signed. The 5-minute friction of signing is the difference between protected information and an unprotected conversation that may have legally already shared your secret.

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