Generate a non-disclosure agreement to protect confidential information shared between two parties.
A Non-Disclosure Agreement (NDA), also called a confidentiality agreement, is a legal contract in which one or more parties agree not to disclose certain sensitive information they share with each other. NDAs are used whenever confidential business information needs to change hands before a formal deal is signed — during investment discussions, vendor evaluations, job interviews for senior roles, freelance or consulting engagements, or product development partnerships. Without an NDA, a party that receives sensitive information is generally free to use or share it however they wish, which can be damaging if trade secrets, financial data, or unreleased product plans are involved.
A one-way (unilateral) NDA is used when only one party is disclosing sensitive information — for example, a startup sharing its business plan with a potential investor. Only the receiving party takes on confidentiality obligations. A mutual NDA is used when both sides will be exchanging confidential information — for example, two companies exploring a joint venture, where each will need to share internal data with the other. This tool lets you generate either type depending on your situation.
Enter the names of both parties, briefly describe the purpose for which confidential information will be shared, choose an effective date and how long the confidentiality obligation should last, and specify the governing jurisdiction. The tool assembles a complete NDA draft covering the definition of confidential information, the receiving party's obligations, standard exclusions, the confidentiality term, return of materials, and governing law — all processed locally in your browser.
The definition of Confidential Information clause is the heart of any NDA — it determines what is actually protected. Overly broad definitions can be hard to enforce, while overly narrow ones leave gaps. The exclusions clause is equally important: it clarifies that information which is already public, already known to the receiving party, or independently developed is not covered — without this, a receiving party could theoretically be restricted from using information it already had. The term clause fixes how long confidentiality lasts after the agreement ends; for trade secrets this is often several years, while for time-sensitive business information a shorter term may be appropriate. The governing law clause determines which state's courts will hear any dispute, which matters if the parties are based in different cities or states.
Before finalising your NDA, make sure the names of both parties exactly match their legal names (company registration name or full individual name), since ambiguity here can weaken enforceability. Consider whether you need carve-outs for disclosures required by law or court order — most professionally drafted NDAs include a clause allowing disclosure when legally compelled, provided the disclosing party is notified in advance. Finally, remember that an NDA restricts what can be done with information, but it does not, by itself, protect inventions or original works — for those, you may also need a separate assignment of intellectual property rights or a patent/copyright filing.
In a one-way NDA only one party discloses confidential information and only the other party is bound by confidentiality obligations. In a mutual NDA, both parties disclose information to each other and both take on obligations.
Yes, NDAs are enforceable as contracts under the Indian Contract Act, 1872, provided they meet standard contract requirements such as free consent, lawful consideration, and a lawful object.
It depends on the sensitivity of the information — trade secrets are often protected for several years or indefinitely, while time-sensitive business data may only need protection for one to three years.
Yes, a one-way NDA is commonly used when a company shares sensitive information with a candidate during a senior-level hiring process, though for employees a broader employment contract with confidentiality clauses is often more appropriate.
An NDA only restricts disclosure and use of information you share — it does not grant patent or copyright protection. Separate IP filings are needed to protect inventions or creative works.
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