NDA template - free download and clause guide

An NDA template needs six core elements to hold up: party identification, a specific definition of confidential information, four standard exclusions, the duration of the confidentiality obligation, permitted uses, and remedies for breach. The mutual NDA template below includes all six, plus the federal whistleblower immunity notice required under the Defend Trade Secrets Act since 2016, a clause most free templates still omit. Copy it, customize it with the clause-by-clause guide that follows, or use the breakdown to evaluate any NDA someone else puts in front of you.

Table of Contents

The template covers a mutual (bilateral) NDA, the right starting point for most business relationships where both sides exchange proprietary information. Guidance on adapting it for employees, freelancers, and co-founder partnerships follows the breakdown.

• Which NDA Type Do You Need?
• Mutual NDA Template
• Clause-by-Clause Breakdown
• Customizing the Template
• Red Flags in Free NDA Templates
• Frequently Asked Questions
• Sources

Which NDA Type Do You Need?

Use the mutual template below if both sides will exchange confidential information, business plans, pricing data, customer lists, or technical specifications. To convert it to a unilateral NDA, replace "each Party" language with named roles (Disclosing Party and Receiving Party) throughout. The core clauses stay the same.

Mutual NDA Template

This template is provided for informational purposes and does not constitute legal advice. Have an attorney review any NDA involving trade secrets, intellectual property worth significant sums, or cross-border relationships.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of ________ ("Effective Date") by and between:

[PARTY A NAME], a [state] [entity type] with its principal place of business at [ADDRESS] ("Party A"),

and

[PARTY B NAME], a [state] [entity type] with its principal place of business at [ADDRESS] ("Party B").

Party A and Party B are each referred to as a "Party" and collectively as the "Parties."

1. Purpose. The Parties wish to explore a potential business relationship concerning [DESCRIBE PURPOSE] (the "Purpose"). In connection with the Purpose, each Party may disclose Confidential Information to the other Party.

2. Definition of Confidential Information. "Confidential Information" means any non-public information disclosed by either Party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: business plans, financial data, customer lists, technical data, trade secrets, product roadmaps, and proprietary processes.

3. Exclusions. Confidential Information does not include information that:

(a) is or becomes publicly available through no fault of the Receiving Party;

(b) was known to the Receiving Party before disclosure, as demonstrated by written records;

(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or

(d) is disclosed to the Receiving Party by a third party who is not under a confidentiality obligation to the Disclosing Party.

4. Obligations. Each Party agrees to:

(a) hold the other Party's Confidential Information in strict confidence;

(b) not disclose Confidential Information to third parties without prior written consent, except to employees, contractors, or advisors who need to know and are bound by confidentiality obligations at least as protective as this Agreement;

(c) use Confidential Information solely for the Purpose; and

(d) protect Confidential Information with at least the same degree of care used to protect its own confidential information, but no less than reasonable care.

5. Compelled Disclosure. If a Party is required by law, regulation, or court order to disclose Confidential Information, that Party shall: (a) promptly notify the Disclosing Party in writing (to the extent legally permitted); (b) cooperate with the Disclosing Party's efforts to obtain a protective order; and (c) disclose only the minimum information required.

6. Term and Duration. This Agreement is effective as of the Effective Date and governs disclosures made during the [2]-year period following the Effective Date (the "Disclosure Period"). Confidentiality obligations for Confidential Information (other than trade secrets) survive for [3] years after the Disclosure Period ends. Obligations regarding trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

7. Return or Destruction of Materials. Upon written request or termination of this Agreement, each Party shall promptly return or destroy all copies of the other Party's Confidential Information and certify destruction in writing. Each Party may retain one archival copy solely for legal compliance purposes.

8. No License or Obligation. Nothing in this Agreement grants either Party any rights to the other's intellectual property. Neither Party is obligated to enter into any further agreement or business relationship.

9. Remedies. Each Party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm for which monetary damages would be inadequate. Either Party may seek injunctive relief in addition to any other available remedies, without the requirement of posting a bond or proving actual damages.

10. DTSA Whistleblower Notice. Pursuant to the Defend Trade Secrets Act (18 U.S.C. § 1833(b)), an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (a) in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed under seal in a lawsuit or proceeding.

11. Governing Law. This Agreement shall be governed by the laws of the State of [STATE], without regard to its conflict of laws principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in [COUNTY], [STATE].

12. Miscellaneous.

(a) This Agreement constitutes the entire agreement between the Parties regarding confidentiality and supersedes all prior agreements on the subject.

(b) Amendments must be in writing and signed by both Parties.

(c) If any provision is found unenforceable, the remaining provisions continue in full force.

(d) Neither Party may assign this Agreement without the other's written consent.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Clause-by-Clause Breakdown

Each clause in the template above serves a specific function. Here is what to check, and where templates go wrong, in each one.

Section 1: Purpose

The Purpose clause limits how the receiving party can use your information. Without a defined purpose, the other party could argue they can use your data for any internal reason as long as they don't share it externally.

Good language: "to evaluate a potential supply agreement for [specific product line]"

Red flag: "for any purpose the Receiving Party deems appropriate", or no purpose clause at all

Section 2: Confidential Information Definition

This is the most litigated clause in NDA disputes. Too broad ("all information exchanged between the parties") and a court may decline to enforce it. Too narrow ("only documents stamped CONFIDENTIAL in red") and you miss oral disclosures and informal communications.

The template uses a "reasonable person" standard combined with a non-exhaustive category list. This balances specificity with flexibility. For a deeper look at how confidentiality scope affects enforceability, see our NDA agreement guide.

Customize here: Add categories specific to your industry. A software company might include source code, algorithms, and API specifications. A manufacturer would add formulas, tooling designs, and vendor pricing.

Section 3: Exclusions

• Public domain: protects you from liability over information anyone can find online
• Prior knowledge: prevents the NDA from retroactively claiming information you already had
• Independent development: preserves your right to create similar work on your own
• Third-party disclosure: covers information you received legitimately from another source

Section 4: Obligations

The "need to know" limitation in subsection (b) is critical. Without it, you could be personally liable if any employee at your company, even someone uninvolved in the deal, accidentally encountered the information.

The "reasonable care" floor in subsection (d) prevents a party from arguing "we don't protect our own information, so we don't have to protect yours."

Section 5: Compelled Disclosure

This clause keeps you out of the impossible position of choosing between a court order and an NDA. The notice requirement gives the disclosing party time to seek a protective order before the disclosure happens.

Section 6: Term and Duration

The template defaults to a 2-year disclosure period with a 3-year survival period. That is standard for most business relationships. Trade secrets get indefinite protection, consistent with the Uniform Trade Secrets Act (adopted in 49 states and the District of Columbia, with New York as the sole exception).

Customize here: Adjust the disclosure period to match the expected relationship length. Shorten the survival period for fast-moving industries where information becomes stale quickly, 1 year may be appropriate for pricing data, while 5 years is reasonable for product roadmaps.

Section 7: Return or Destruction

The archival copy carve-out is intentional. Requiring total destruction with zero copies retained creates compliance problems: automated backup systems, email archives, and cloud storage make true deletion difficult. One archival copy for legal compliance is standard practice.

Sections 8–9: No License and Remedies

Section 8 prevents accidental IP transfer, sharing your product roadmap does not give the other party rights to your product. Section 9 establishes that injunctive relief (a court order to stop disclosure) is available without proving monetary damages first. This matters because by the time you calculate lost revenue from a trade secret leak, the damage is already done.

Section 10: DTSA Whistleblower Notice

Sections 11–12: Governing Law and Miscellaneous

Choose a governing law state where you would be comfortable litigating. If both parties are in the same state, use that state. For cross-state deals, the disclosing party's home state is a reasonable default. The severability clause in Section 12(c) ensures that one unenforceable provision does not void the entire agreement.

Customizing the Template

For Employees

An employee NDA is unilateral, only the employer's information is protected. Three modifications to the mutual template are standard:

1. Scope of employment. Define confidential information to include anything the employee encounters during their work, not only documents labeled "confidential." Oral briefings, whiteboard sessions, and Slack messages all count.
2. Post-employment survival. Specify that confidentiality obligations survive termination, typically 1 to 3 years for business information, indefinitely for trade secrets.
3. Non-solicitation (optional). To prevent former employees from recruiting your staff or poaching clients, add a separate non-solicitation clause. Keep it narrow: 12 months, limited to clients the employee actually worked with.

Do not embed a non-compete clause inside an NDA. Non-competes restrict where someone can work; NDAs restrict what information they can share. Mixing the two creates enforceability problems in states that limit non-competes, and four states ban them outright. Keep them as separate agreements.

For Freelancers and Contractors

The mutual template works for most freelance relationships where both sides share proprietary information: the freelancer shares their methodology, the client shares business data. Add a clause clarifying that the freelancer's pre-existing tools, techniques, and general industry knowledge are excluded from the definition of Confidential Information. For guidance on the IP ownership side of freelance agreements, assignment vs. licensing, see our freelancer IP rights guide.

For Business Partnerships

Partnership NDAs typically need a longer disclosure period (3–5 years) because the relationship involves deeper information sharing over a longer timeline. If you are entering a co-founder relationship, the NDA should be part of a broader agreement package that includes IP assignment, equity vesting, and exit terms. Our guide to founder agreements covers the full framework.

Red Flags in Free NDA Templates

Not all free templates are equal. Before using any template, including this one, check for these problems:

Pact's contract review tool (iOS) can scan an NDA draft and flag these issues in minutes. It is useful as a second pass before signing, particularly for catching overbroad definitions and missing clauses that are easy to overlook in a wall of legal text. For high-stakes agreements involving trade secrets or international parties, pair it with an attorney review.