Who will disclose?
Write the legal names first. Then list which side will provide product, customer, technical, financial, or deal information.
This free NDA generator creates a mutual or one-way confidentiality draft from the parties, purpose, information, term, governing law, and permitted recipients you provide. No account or card is required. The result is a starting draft, not legal advice or execution-ready paperwork. Do not paste existing secrets: your text is sent to a third-party AI provider. Choose the NDA type with the decision flow below, then have counsel in the governing jurisdiction review every clause before signature.
A starting draft for legal review, not ready to sign.
Do not choose Mutual because it sounds fair. Choose it only when both parties will send information that meets the definition of confidential information.
Write the legal names first. Then list which side will provide product, customer, technical, financial, or deal information.
Use when one discloser gives protected information to one recipient, such as a company briefing a contractor before a project.
Use when each party will disclose genuinely confidential information, such as two companies evaluating a partnership or acquisition.
This fictional consulting example is specific enough to reduce invented clauses without exposing a real secret. Load it into the generator, then replace the names and commercial facts.
Party A: Northstar Labs Ltd (discloser) Party B: Maya Rao Consulting (recipient) Purpose: evaluate a 12-week analytics project Confidential information: unreleased product roadmap, named customer list, non-public pricing model Term: agreement ends after 2 years; confidentiality survives for 3 years after each disclosure Governing law: England and Wales Permitted recipients: employees and professional advisers who need to know and are bound by confidentiality Required exclusions: public without breach, already lawfully known, independently developed, lawfully received from a third party Return or destruction: on written request, except one archival legal copy No licence: disclosure does not transfer intellectual-property rights
A useful draft should answer each row. A blank or vague answer is a review issue, not permission for the model to improvise.
| Clause | Draft must say | Red flag |
|---|---|---|
| Parties | Correct legal names and roles | Brand name used instead of legal entity |
| Purpose | One permitted business use | “Any business purpose” |
| Definition | Identifiable categories tied to the deal | Every fact, forever, whether marked or not |
| Exclusions | Public, known, independent, lawful third-party | No exclusions |
| Recipients | Need-to-know staff and advisers under duty | Unrestricted affiliates and contractors |
| Compelled disclosure | Lawful disclosure path and notice where permitted | Absolute ban on legal reporting |
| Term | Agreement term and confidentiality survival | A copied term with no commercial rationale |
| Return | Return, deletion, backup, and archival-copy rules | Promises technically impossible to perform |
| Law and signature | Governing law, venue, authority, execution | A jurisdiction nobody reviewed |
There is no globally valid NDA template. Employment, whistleblowing, trade-secret, competition, privacy, and settlement rules can override the words in a draft. These examples show why local review is part of the workflow.
For agreements with employees, contractors, or consultants that govern trade secrets, 18 U.S.C. § 1833(b) includes whistleblower-immunity notice requirements. A generic commercial carve-out may not satisfy them.
The EU Trade Secrets Directive defines a trade secret partly by whether reasonable steps were taken to keep it secret. An NDA is one control, not a substitute for access, marking, and security practices.
Acas guidance, checked 26 Aug 2026, says an NDA cannot stop whistleblowing, reporting a crime, or certain other protected activity. Employment wording needs specialist review.
Stop and use a lawyer now for employment or severance NDAs, regulated data, health records, source-code escrow, M&A, cross-border transfers, threatened litigation, minors, government information, or a request to hide misconduct.
Use one-way when only one party will disclose protected information. Use mutual only when both parties will disclose information that genuinely needs protection. Reciprocity does not fix an overbroad definition.
Not automatically. Enforceability depends on governing law, consideration, signature formalities, legitimate scope, statutory carve-outs, and the facts. This tool cannot assess those. Local counsel must review the draft before signature.
At minimum: information already public without breach, already lawfully known, independently developed without the disclosure, and lawfully received from a third party without a confidentiality duty. Add compelled-disclosure and protected-reporting language appropriate to the jurisdiction.
There is no universal term. Match it to how long the information keeps commercial value and what local law permits. Separate the agreement term from the confidentiality period, and ask counsel whether trade-secret obligations should survive longer.
Do not assume so. Protected disclosures vary by jurisdiction. For example, US federal trade-secret law requires notice of certain whistleblower immunity in employee confidentiality agreements, and UK guidance says an NDA cannot stop whistleblowing or reporting a crime.
The page does not publish your input, but the text is sent to a third-party AI provider to produce the draft. Use placeholders and categories rather than real secrets, personal data, credentials, unreleased source code, or information already covered by another NDA.