Build a customized Non-Disclosure Agreement in minutes. Choose mutual or one-way protection, configure optional clauses, and generate a professional NDA with live preview and AI assistance.
A Non-Disclosure Agreement (NDA) creates a legally binding obligation to keep shared information confidential. If the other party leaks your information, you can sue for damages and obtain a court order (injunction) to stop further disclosure. NDAs are standard business agreements enforced by courts nationwide.
Use an NDA before sharing business plans, financials, customer lists, product designs, software code, pricing strategies, trade secrets, or any information that gives you a competitive advantage. Common scenarios include business partnerships, investment pitches, M&A due diligence, technology licensing, vendor evaluations, and employment discussions.
A mutual NDA protects information flowing both ways — ideal for joint ventures, partnerships, or any situation where both parties share sensitive information. A one-way NDA protects only the disclosing party's information — use when pitching to investors, hiring contractors, or sharing secrets with a party that won't be sharing their own.
Confidential Information — Anything you share that isn't publicly known. This generator supports narrow (marked-only), standard (all non-public), and broad (reasonable-person standard) definitions.
Standard Exclusions — Information that is NOT protected: things already public, independently developed information, information from third parties, and information already in the receiver's possession.
Term vs. Survival — The "term" is how long you'll share information (typically 1-3 years). "Survival" is how long they must keep it secret after the agreement ends (typically 2-5 years). Trade secrets stay protected indefinitely.
Injunctive Relief — If the other party breaches, you can ask a court to immediately stop further disclosure without proving exact dollar damages first.
Non-Solicitation: Prevents either party from hiring the other's employees. Important when giving access to key personnel.
Non-Circumvention: Prevents going around each other to contacts or opportunities shared during the relationship.
Residuals: A tech-friendly clause allowing general knowledge retained in unaided memory to be freely used — common in technology and software deals.
Standstill: Used in M&A contexts to prevent unsolicited acquisition attempts during evaluation.
I built this NDA generator from my experience drafting hundreds of confidentiality agreements for startups, tech companies, and established businesses. The language is based on real agreements I've prepared for clients across diverse industries and deal types.