Free Non-Disclosure Agreement (NDA) Template

Use a one-way (unilateral) NDA when only one side is sharing sensitive information — for example, when you reveal product plans to a contractor who has nothing to disclose back. A mutual (bilateral) NDA protects information flowing in both directions, which fits two companies comparing notes about a possible partnership. If you're unsure, a mutual NDA is the safer default because it covers both parties, and you can adjust either version in the template before sending.

Most NDAs run for a fixed period — commonly two to five years — after which the receiving party is released from the obligation. Trade secrets are often treated separately: many agreements keep that protection in place for as long as the information stays secret, with no end date. Pick a term that matches how long the information will actually remain sensitive. This is general guidance rather than legal advice, and what counts as reasonable can depend on your industry and where you do business.

Confidential information is whatever the agreement defines it to be — often financials, customer lists, source code, designs, or unreleased plans, and sometimes limited to material that's actually marked 'confidential.' Standard NDAs carve out a few exceptions: information that's already public, that the receiving party already knew, that they developed independently, or that a law or court requires them to disclose. Spelling out both the definition and the exclusions is what keeps the agreement workable instead of overbroad.

No — an NDA only restricts sharing or misusing confidential information. It doesn't prevent someone from taking another job or starting a competing business; that's the job of a separate non-compete or non-solicitation clause, which many places regulate heavily or won't enforce at all. If you need both, keep the confidentiality terms and any non-compete language clearly separate so one doesn't undermine the other. Rules on restricting where someone can work vary widely by state and country, so check what applies before relying on it.

If the receiving party leaks or misuses protected information, the disclosing party can typically ask a court to stop further disclosure and pursue damages — the exact remedies depend on the agreement and local law. An NDA signed electronically carries the same legal weight as a paper one under the U.S. ESIGN Act and UETA and the EU's eIDAS regulation. tuyaform backs each signature with a tamper-evident seal and a Certificate of Completion showing who signed, when, and from where — exactly the kind of proof that matters if a breach is ever disputed.