Free NDA Template: Download, Customize, and Sign

What Is an NDA?

A Non-Disclosure Agreement (NDA) — also called a confidentiality agreement — is a legal contract that establishes a confidential relationship between parties. The signing party agrees not to disclose specific information to third parties.

NDAs are one of the most common business documents. They're used before sharing proprietary information, trade secrets, business plans, client lists, or any sensitive data with employees, contractors, partners, or potential investors.

Types of NDAs

Unilateral (One-Way) NDA

One party discloses confidential information to another. The receiving party agrees not to share it. Most common for employer-employee or client-contractor relationships.

Mutual (Two-Way) NDA

Both parties share confidential information and both agree to protect it. Common for business partnerships, joint ventures, and merger discussions.

Multilateral NDA

Three or more parties share information, with at least one party disclosing to others. Less common but useful for multi-party negotiations.

Key Clauses Every NDA Should Include

1. Definition of Confidential Information — Be specific about what's covered. Vague definitions may not hold up in court.
2. Obligations of the Receiving Party — What they can and cannot do with the information.
3. Exclusions from Confidentiality — Information that's already public, independently developed, or legally required to be disclosed.
4. Duration — How long the confidentiality obligation lasts. Common durations are 2-5 years, though trade secrets may be indefinite.
5. Return or Destruction of Information — What happens to confidential materials when the agreement ends.
6. Remedies for Breach — What happens if the NDA is violated. Usually includes the right to seek injunctive relief.
7. Governing Law — Which jurisdiction's laws apply to the agreement.

How to Use This Template

1. Download or create your NDA as a PDF
2. Upload it to DottiSign
3. Place signature, name, date, and company fields for each party
4. Send to the other party for e-signature
5. Both parties receive a signed copy with a complete audit trail

NDA Best Practices

• Always have NDAs signed before sharing confidential information
• Keep the scope reasonable — overly broad NDAs may be unenforceable
• Include a reasonable time limit — indefinite NDAs are harder to enforce
• Store signed copies securely for future reference
• Consider having a lawyer review your NDA template if it covers significant intellectual property