What is the difference between a mutual and a one-way NDA?

A one-way (unilateral) NDA protects information flowing in one direction — typically when you are hiring a freelancer and only you are disclosing. A mutual NDA protects both sides and is normal when two businesses are exploring working together and both will share something sensitive.

How long should an NDA last?

Two to five years covers most commercial situations. Very long or perpetual terms are often resisted and, in some jurisdictions, harder to enforce for anything short of a genuine trade secret. Pick a period you could justify as reasonable for the specific information involved.

What should an NDA not cover?

Standard exclusions are information that was already public, that the receiving party already knew, that they developed independently, or that they lawfully got from someone else. An NDA that claims to cover genuinely public information tends to be read narrowly or ignored.

Is this NDA legally binding?

This is a general template, not legal advice, and whether any agreement binds depends on your jurisdiction and circumstances. It gives you a sensible starting structure — have a qualified lawyer review it before you rely on it for anything that matters.

NDA Generator

Free NDA Template

Build a mutual or one-way non-disclosure agreement and download it as a PDF. No signup, no watermark.

This template is provided for general information only and is not legal advice. Confidentiality law varies by country and state. Have a qualified lawyer review any agreement before you rely on it.

Agreement type

Parties

Party A

Party B

Terms

Purpose (why information is being shared)

Effective date

Confidentiality term (years)

Governing law (country / state)

MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made between Party A and Party B.

Purpose. The parties wish to explore a potential business relationship and may share confidential information for that purpose.
Confidential Information. Any non-public information disclosed by either party, in any form, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
Obligations. Each party shall keep the other's Confidential Information secret, use it solely for the Purpose, and not disclose it to any third party without prior written consent, except to employees or advisers who need it for the Purpose and are bound by equivalent obligations.
Exclusions. These obligations do not apply to information that is or becomes public through no breach of this Agreement, was already lawfully known to the receiving party, is independently developed without reference to the Confidential Information, or is lawfully obtained from a third party without restriction.
Term. The obligations in this Agreement continue for 2 year(s) from the effective date.
Return or destruction. On written request, the receiving party shall return or destroy the Confidential Information and any copies, save for one archival copy retained solely for compliance purposes.
No licence. Nothing in this Agreement transfers ownership of, or grants any licence to, any intellectual property.
Governing law. This Agreement is governed by the laws of [jurisdiction].

Signed for Party A

Name / position / date

Signed for Party B

Name / position / date

This template is provided for general information only and is not legal advice. Confidentiality law varies by country and state. Have a qualified lawyer review any agreement before you rely on it.

What an NDA should contain

The parties, named precisely. Use full legal entity names and registered addresses, not trading names — an agreement with the wrong entity on it is difficult to enforce against the right one.

A specific purpose. "Exploring a potential partnership on a marketing campaign" is enforceable in a way that "business discussions" is not, because it defines what the information may be used for.

A workable definition of confidential information, plus the standard exclusions — already public, already known, independently developed, lawfully obtained elsewhere. Leaving the exclusions out makes the whole clause look overreaching.

A term with an end date, a return-or-destroy clause, and the governing jurisdiction. Most disputes that go wrong turn on one of these three being vague.

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Frequently asked questions

A contract in which one or both parties agree not to share information the other treats as confidential, and not to use it for anything outside an agreed purpose. It is what lets you discuss specifics with a contractor, client or potential partner without the conversation itself becoming the risk.

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