Free NDA Template (Mutual or One-Way Non-Disclosure Agreement)
A non-disclosure agreement (NDA) is a contract in which one or both parties promise to keep certain information confidential and use it only for an agreed purpose. Businesses use NDAs before sharing a business plan with an investor, pricing with a partner, source code with a developer or a recipe with a manufacturer. This template works both ways, mutual or one-way, and includes the federal whistleblower notice most templates leave out.
In 30 seconds
- Use a one-way NDA when only you share information; a mutual NDA when both sides do.
- Define what is confidential, what isn't, what it may be used for, and for how long it must be protected.
- If an employee, contractor or consultant signs, include the Defend Trade Secrets Act immunity notice (18 U.S.C. § 1833(b)), or you lose the right to some damages.
- An NDA can't stop someone from reporting a crime to the government or, under the Speak Out Act, be used to silence sexual harassment or assault claims.
Mutual or one-way NDA?
A one-way (unilateral) NDA protects only the party that discloses. It fits when you show your product to a potential investor, hire a freelancer or let a contractor into your systems. A mutual (bilateral) NDA protects both sides, and fits when two companies explore a partnership, a merger or a joint project and both will share sensitive information. The template below lets you pick either with one checkbox.
What an NDA should include
- The parties and their legal names (the company, not just the person signing).
- The purpose: why information is being shared. Use is limited to that purpose.
- Definition of confidential information: broad enough to be useful, specific enough to be enforceable.
- Exclusions: information that is already public, already known, independently developed or received from someone else lawfully.
- Obligations: keep it secret, use reasonable care, share only with people who need it.
- Required disclosures: what happens if a court or agency orders disclosure.
- Term: how long the duty lasts. Trade secrets can be protected for as long as they remain secret.
- Return or destruction of the information at the end.
- Remedies, governing law, and the whistleblower notice.
Non-disclosure agreement template
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is made on ______________ (the "Effective Date") between:
Party A: ______________________________, a ______________ (state and type of entity, or "individual"), address: ______________________________, and
Party B: ______________________________, a ______________, address: ______________________________.
1. Type of agreement. ☐ Mutual: each party may disclose Confidential Information to the other, and each is both a "Disclosing Party" and a "Receiving Party." ☐ One-way: only ______________________________ (the "Disclosing Party") will disclose Confidential Information to ______________________________ (the "Receiving Party").
2. Purpose. The parties wish to share information for the following purpose only: ______________________________ (the "Purpose").
3. Confidential Information. "Confidential Information" means any non-public information disclosed by the Disclosing Party, in any form (written, electronic, oral or visual), that is marked as confidential or that a reasonable person would understand to be confidential, including business plans, financial information, customer and supplier lists, pricing, product designs, software, source code, formulas, processes, know-how, trade secrets and the existence and terms of the parties' discussions.
4. Exclusions. Confidential Information does not include information that the Receiving Party can show: (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure, without a duty of confidentiality; (c) is lawfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Receiving Party without use of the Confidential Information.
5. Obligations. The Receiving Party will: (a) use the Confidential Information only for the Purpose; (b) not disclose it to anyone except its employees, contractors and professional advisers who need to know it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement; (c) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure it becomes aware of. The Receiving Party is responsible for any breach by the people it shares information with.
6. Required disclosure. If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, it will, where legally permitted, give the Disclosing Party prompt notice so it can seek a protective order, and will disclose only the part that is legally required.
7. No license, no obligation. All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants a license or other rights in it, or obliges either party to enter into any further agreement. Confidential Information is provided "as is," without warranties.
8. Term. This Agreement covers disclosures made during ______ (months / years) from the Effective Date. The duty to protect Confidential Information lasts ______ years after the last disclosure, except that for any trade secret, it lasts as long as the information remains a trade secret under applicable law.
9. Return or destruction. On request, or when the Purpose ends, the Receiving Party will promptly return or destroy all Confidential Information and confirm this in writing, except copies kept in automatic backups or required by law, which remain subject to this Agreement.
10. Remedies. A breach of this Agreement may cause irreparable harm for which money damages are not enough. The Disclosing Party may seek an injunction, in addition to any other remedies, without having to post a bond where the law allows.
11. Protected rights and whistleblower immunity notice. Nothing in this Agreement prevents any person from reporting a possible violation of law to a government agency, cooperating with an investigation, or making disclosures protected by law. Notice under 18 U.S.C. § 1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except under court order.
12. General. This Agreement is governed by the laws of the state of ______________, and the parties agree to the courts located in ______________ for any dispute. It is the entire agreement between the parties on this subject and may only be changed in writing signed by both. If any part is found unenforceable, the rest remains in effect, and the unenforceable part will be limited to the extent necessary. Neither party may assign it without the other's consent, except to a successor of its business. It may be signed electronically and in counterparts.
Party A: ______________________________ By (name and title): ______________________________
Signature: ______________________________ Date: ______________
Party B: ______________________________ By (name and title): ______________________________
Signature: ______________________________ Date: ______________
Fill it in and sign it free⬇ Download as Word (.docx)Free, no account.
How to send an NDA for signature
- Upload the NDA. Fill in the parties and purpose, save it as a PDF and upload it to MultiDocs.
- Place the fields. Signature, name, title and date for each party. Add initials on each page if you want.
- Send it. By email, text message, WhatsApp or link, to up to 20 signers at once or in order. Before a demo day or an event, bulk send gives each attendee or candidate their own copy to sign.
- Get it back with the audit trail. You get one email with the signed NDA and a certificate of completion: date and time, IP address, device, the email or phone each link went to, and the document's SHA-256 fingerprint. Anyone can check it at /verify.
Why the DTSA whistleblower notice matters
The federal Defend Trade Secrets Act of 2016 gives individuals immunity for disclosing trade secrets in confidence to the government or an attorney to report a suspected violation of law, or in a sealed court filing. It also requires employers to give notice of that immunity in any contract with an employee that governs the use of trade secrets or other confidential information, entered into or updated after May 11, 2016. "Employee" here includes contractors and consultants.
“An employer shall provide notice of the immunity set forth in this subsection in any contract or agreement with an employee that governs the use of a trade secret or other confidential information.”
18 U.S.C. § 1833(b)(3)(A) · Official source
If you leave it out, the NDA is still valid, but in a later trade secret lawsuit under the DTSA you can't recover exemplary damages or attorney fees from an employee who never received the notice (§ 1833(b)(3)(C)). Clause 11 of the template includes it, so the same NDA works for business partners and for individuals who work for you.
State notes and limits on NDAs
- Sexual harassment and assault: under the federal Speak Out Act (42 U.S.C. § 19403), a nondisclosure or nondisparagement clause agreed to before a sexual assault or sexual harassment dispute arises can't be enforced in that dispute. Several states go further.
- Employees and workplace conditions: some states limit NDAs that would stop employees from discussing harassment, discrimination or other unlawful workplace conduct, and federal labor law protects many employees' right to discuss pay and working conditions.
- NDA vs. non-compete: an NDA protects information; it shouldn't be drafted so broadly that it works as a non-compete. Several states, such as California, restrict non-competes, and courts there can strike down overbroad confidentiality clauses too.
- Trade secret law in most states follows the Uniform Trade Secrets Act; New York relies on common law instead. That changes the details of remedies, not the basics of this template.
Can an NDA be signed electronically? Yes. Under the ESIGN Act and state UETA laws (and New York's ESRA), an e-signed NDA is as enforceable as a paper one. See are electronic signatures legally binding.
This is general information, not legal advice. For your specific situation, ask a lawyer licensed in your state.
FAQs
Is an NDA signed online legally binding?
Yes. Under the federal ESIGN Act and state electronic signature laws, an NDA signed electronically is as enforceable as one signed on paper. Keep the certificate as proof of who signed and when.
What is the difference between a mutual and a one-way NDA?
In a one-way NDA only one party shares confidential information and only the other promises to protect it. In a mutual NDA both share and both are bound.
How long should an NDA last?
Two to five years after the last disclosure is common for business information. Trade secrets can be protected for as long as they stay secret, which is how clause 8 of the template handles them.
Do I need the DTSA notice in my NDA?
If the person signing is an employee, contractor or consultant who works for you, yes: without it you can't recover exemplary damages or attorney fees from them under the DTSA. Between two companies it isn't required, but it doesn't hurt.
Can an NDA stop someone from reporting illegal activity?
No. Clauses that try to prevent reporting to the government are generally unenforceable, and the Speak Out Act blocks pre-dispute NDAs from being enforced in sexual harassment or assault disputes.
Does an NDA need to be notarized?
No. An NDA is a private contract and doesn't need a notary or witnesses to be valid.
What happens if someone breaks an NDA?
The other party can sue for damages and ask a court for an injunction to stop further disclosure. If trade secrets are involved, the DTSA and state trade secret laws may add remedies.
Official sources
- Cornell LII: 18 U.S.C. § 1833 (DTSA whistleblower immunity and notice)
- Cornell LII: 18 U.S.C. § 1839 (definition of trade secret)
- Cornell LII: 42 U.S.C. § 19403 (Speak Out Act)
- Cornell LII: 15 U.S.C. § 7001 (ESIGN Act)
We checked each source on November 6, 2026. If you spot an out-of-date fact, write to us at info@multidocs.es.