Free NDA Generator

A Non-Disclosure Agreement (NDA), also called a Confidentiality Agreement, is a legal contract creating an enforceable duty of confidence between parties exchanging sensitive information. You need one anytime you share information that has commercial value because it is not generally known: product roadmaps before a pitch, source code shown to a prospective contractor, customer lists shared with an acquirer, financial projections shown to investors doing diligence, or proprietary processes disclosed to an employee. Without an NDA, your default protection is the common-law duty of confidence (which is thin and fact-specific) plus trade-secret law (which requires you to prove you took reasonable steps to keep the information secret — and executing an NDA is one of those steps). In 2026, NDAs are also the primary remaining tool for protecting post-employment confidentiality in states that have restricted or banned non-compete agreements.

A one-way (unilateral) NDA has one disclosing party and one receiving party, and only the receiving party has confidentiality obligations. Use it when only your side is sharing sensitive information — for example, when you show confidential product details to a contractor who is not disclosing anything to you. A mutual (bilateral) NDA has both parties disclosing and both parties receiving, with symmetric confidentiality obligations. Use it when both sides will exchange sensitive information — typical for M&A diligence, partnership discussions, or joint venture evaluation. Mutual NDAs feel more balanced and are often faster to negotiate because neither party is asking the other for something it will not give. One-way NDAs are legally stronger for the disclosing party because the drafting party can tilt every ambiguity in its favor. This generator defaults to mutual for partnership discussions and to one-way for employees, contractors, and interviewees.

The Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)) gives individuals immunity from civil and criminal liability for disclosing a trade secret in confidence to a government official or attorney for the purpose of reporting or investigating a suspected violation of law, or in a sealed filing in a lawsuit. The statute also requires employers to include notice of this immunity in any contract or agreement with an employee or contractor that governs the use of trade secrets or confidential information. Agreements that do not include the notice can still be enforced, but the employer loses the right to recover exemplary (double) damages and attorneys' fees in a trade-secret claim brought under the DTSA against a non-notified employee. This is a significant remedy to surrender. This generator auto-injects the DTSA whistleblower notice whenever the template involves an employee or contractor, and flags it in the compliance scorecard if it is missing.

This is the biggest NDA-enforceability question of 2026. The FTC's 2024 final rule that would have banned most non-competes was vacated in 2024 and the FTC formally dismissed its appeal in September 2025, so there is no federal ban. However, the FTC has stated it will continue pursuing non-competes case-by-case under Section 5 of the FTC Act, and in 2024 it published guidance that NDAs drafted so broadly they function as de facto non-competes — for example, barring an employee from disclosing any information "usable in" the industry — may be challenged as unfair methods of competition. Separately, states have their own rules: California (Business & Professions Code § 16600), Minnesota, North Dakota, and Oklahoma broadly ban non-competes, and Washington, Illinois, Massachusetts, Virginia, and Colorado impose income thresholds and notice requirements. A well-drafted NDA limited to genuinely confidential information is enforceable in every US jurisdiction. One drafted so broadly it restricts the employee's ability to work in their field may be reformed or struck down. This generator's scorecard flags overbroad definitions and tests the draft against the current state patchwork.

California's Silenced No More Act (SB 331, effective January 1, 2022) prohibits provisions in any employment or settlement agreement that prevent an employee from discussing or disclosing acts of workplace harassment, discrimination, or retaliation based on any characteristic protected under the Fair Employment and Housing Act (including race, sex, sexual orientation, and all other protected classes). Violating provisions are unenforceable as a matter of public policy. The federal Speak Out Act (2022) creates a parallel rule for sexual assault and sexual harassment claims at the federal level, voiding pre-dispute NDAs and non-disparagement clauses as to those claims. Washington, New Jersey, New York, Illinois, Oregon, and several other states have similar laws. Any employee or contractor NDA that does not expressly carve out these protected disclosures risks partial unenforceability and, in California, civil penalties. This generator auto-injects the carve-outs whenever an employee, contractor, or settlement context is selected.

Pick a term that matches how long the information actually retains commercial value. For most business-context NDAs, 2 to 5 years is the norm; 3 years is the most common compromise in venture and M&A contexts. For trade secrets specifically, the confidentiality obligation should be perpetual — trade-secret law itself protects the information for as long as it remains secret, and ending the NDA term does not end the trade-secret duty, but courts interpret an expired NDA as evidence that the discloser no longer treated the information as confidential. Best practice: set a fixed term for general confidential information (e.g., 3 years) and include a separate provision that obligations for information that qualifies as a trade secret continue "for so long as the information remains a trade secret under applicable law." This generator uses that two-tier structure by default and surfaces both settings in the Term step.

A residuals clause permits the receiving party to use information that remains in the unaided memory of its employees after exposure to the disclosing party's confidential information, provided those employees do not intentionally memorize it. Large companies — especially those evaluating partnerships with smaller companies whose products they might compete with — often insist on residuals clauses because they protect against inadvertent "contamination" of their own engineers. From the discloser's perspective, residuals clauses are dangerous: they can effectively gut the NDA by allowing the receiving party to use any information an employee "remembers." The practical middle ground, widely used in tech M&A and partnership diligence, is a narrow residuals clause that applies only to general ideas, concepts, and know-how, excludes specific implementation details and source code, and does not grant any patent or copyright license. If you are the smaller party and a residuals clause is a deal-breaker for your counterparty, negotiate the scope aggressively. This generator offers three residuals presets: none (default), narrow (recommended if required), and broad (only if the counterparty will walk without it).

It depends on what kind of breach you are most worried about. Arbitration is faster and cheaper for routine disputes but typically does not provide emergency injunctive relief — which is exactly what you need when a receiving party is about to misuse your confidential information. Best practice is a hybrid: a broad arbitration clause for damages and substantive disputes, with an express carve-out allowing either party to seek temporary or preliminary injunctive relief in court. This preserves speed on the injunctive side (where you may need a TRO within 48 hours) while keeping the merits in arbitration. For employee and contractor NDAs, also check the 2022 federal Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act, which voids pre-dispute arbitration clauses as to those specific claims. This generator's arbitration builder constructs hybrid clauses by default and adds the federal carve-out when an employee or contractor template is selected.