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Legal & Compliance

NDA Generator

Draft professional non-disclosure agreements — mutual or one-way — with customizable scope, duration, and jurisdiction-specific enforceability provisions.

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The AI NDA Generator creates comprehensive non-disclosure agreements tailored to your specific business context. Whether you are sharing trade secrets with a potential partner, onboarding a freelancer, or entering acquisition talks, get a properly structured NDA with clear definitions of confidential information, exclusions, obligations, remedies, and termination provisions that protect your sensitive information.

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Small Business

Mutual NDA for an M&A discussion

Startups in acquisition talks get a robust mutual NDA protecting code, financials, and deal terms during due diligence.

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Input

Context
We are a fintech startup sharing our proprietary trading algorithm with a potential acquirer (a Fortune 500 bank). Discussion will cover source code, customer data, financial projections, and M&A terms. Both sides will exchange sensitive information.
Nda Type
mutual
Duration
5-years
Jurisdiction
State of Delaware
Scope
Source code, customer data, financial projections, M&A deal terms, trade secrets

Output (excerpt)

MUTUAL NON-DISCLOSURE AGREEMENT

1. Confidential Information includes source code, customer data, financial projections, M&A deal terms, and trade secrets disclosed by either party.
2. Obligations: Each party shall hold the other's Confidential Information in strict confidence, restrict access to a need-to-know basis, and not use it except to evaluate the proposed transaction.
3. Term: Confidentiality obligations survive for five (5) years from disclosure.
4. Exclusions: Information that is public, independently developed, or rightfully received from a third party.
5. Governed by the laws of the State of Delaware.
Freelancers

One-way NDA for a contractor

Companies hiring freelancers get a one-way NDA that protects unreleased product information before engagement begins.

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Input

Context
We're hiring a freelance designer to work on our unreleased product UI. They will see wireframes, brand strategy, and feature plans before launch. Only we are disclosing confidential information.
Nda Type
one-way
Duration
2-years
Jurisdiction
England and Wales
Scope
Product wireframes, brand strategy, unreleased feature plans, internal documents

Output (excerpt)

ONE-WAY NON-DISCLOSURE AGREEMENT

1. The Disclosing Party shares Confidential Information including product wireframes, brand strategy, unreleased feature plans, and internal documents with the Receiving Party.
2. The Receiving Party agrees to keep all such information strictly confidential, use it solely to perform the agreed design work, and return or destroy it on request.
3. Term: Obligations remain in effect for two (2) years from the date of disclosure.
4. This Agreement is governed by the laws of England and Wales.
Developers

Indefinite NDA for trade secrets

Companies licensing trade secrets get an indefinite-term NDA appropriate for information that never loses its confidential value.

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Input

Context
A manufacturing company is licensing a proprietary chemical formula to a development partner. The formula is a core trade secret and must remain confidential permanently. Only one party discloses.
Nda Type
one-way
Duration
indefinite
Jurisdiction
Germany
Scope
Proprietary chemical formula, manufacturing process, supplier relationships

Output (excerpt)

ONE-WAY NON-DISCLOSURE AGREEMENT

1. Confidential Information comprises the proprietary chemical formula, manufacturing process, and supplier relationships disclosed by the Disclosing Party.
2. The Receiving Party shall maintain confidentiality indefinitely, given the trade-secret nature of the information, and implement reasonable technical and organizational safeguards.
3. No license to the formula is granted beyond the agreed purpose.
4. Term: Obligations continue indefinitely and survive termination of any related agreement.
5. Governed by the laws of the Federal Republic of Germany.

Your NDA Generator results will appear here

Expect cautious, jurisdiction-neutral language — always review with a qualified attorney.

How to Use NDA Generator

  1. Describe the business context — what you are discussing, who is involved, and what type of information will be shared.
  2. Choose mutual NDA if both parties will share confidential information, or one-way if only one party discloses.
  3. Set the confidentiality duration — trade secrets often warrant longer periods (5 years or indefinite).
  4. Specify the governing jurisdiction and scope of confidential information.
  5. Click 'Generate' to receive a complete NDA ready for legal review and customization.

Use Cases

1

Protect proprietary information before partnership or investment discussions

2

Onboard freelancers or contractors with appropriate confidentiality obligations

3

Share trade secrets during M&A due diligence

4

Establish mutual confidentiality before a joint venture or collaboration

5

Protect business plans and strategies shared with potential co-founders

Tips for Best Results

  • Be specific about the categories of confidential information — 'source code, customer data, financial projections, and business strategies' is stronger than 'business information'.
  • For trade secrets, consider 'Indefinite' duration — trade secret protection lasts as long as the information remains secret.
  • Include a carve-out for legally compelled disclosure (court orders, regulatory requests) with a notice requirement — this is standard and makes the NDA more enforceable.
  • For M&A discussions, add a standstill or non-solicitation clause in the description if needed.

Frequently Asked Questions

When should I use a mutual vs. one-way NDA?

Use a mutual NDA when both parties will share confidential information (partnerships, joint ventures, M&A discussions). Use a one-way NDA when only one party discloses (hiring a freelancer, sharing a business plan with an investor who is not sharing their own proprietary information).

Is this NDA legally enforceable?

NDAs are generally enforceable when properly drafted, signed by both parties, and supported by consideration (the mutual exchange of confidential information counts). However, this is an AI-generated template — have it reviewed by an attorney to ensure enforceability in your specific jurisdiction.

How long should the confidentiality period be?

It depends on the information. Business plans and financial data: 2-3 years is common. Trade secrets: 5 years or indefinite. Customer lists: 2-5 years. Shorter periods are easier to negotiate but offer less protection.

What happens if someone violates the NDA?

The NDA includes remedies provisions — typically the right to seek injunctive relief (court order to stop the disclosure) and damages. The disclosing party must prove that a breach occurred and resulted in harm. Having clear definitions and obligations makes enforcement easier.

Can an NDA be too broad?

Yes. Overly broad NDAs that attempt to cover all information without specificity may be found unenforceable by courts. The best NDAs clearly define what is confidential, include reasonable exclusions, and set proportionate obligations.

Is my information kept private?

Yes. Your input is processed in real-time and immediately discarded. We never store, read, or share your business context or confidential information descriptions.

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