NDA Generator

Build a mutual or one-way non-disclosure agreement with optional return, residual knowledge, and injunctive-relief clauses. Copy, TXT, or PDF. Not legal advice.

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This is a starting template, not legal advice. A qualified lawyer should review it for your jurisdiction before anyone signs.

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Agreement type

Mutual (both sides disclose)One-way (only Party A discloses)

Party A

Party B

Party A address (optional)

Party B address (optional)

Purpose / permitted use

Confidentiality term (years)

Effective date

Governing law

Agreement draft

Mutual Non-Disclosure Agreement

Date: 2026-08-21
Effective date: 2026-08-21

Parties
___________ (a Party)
___________ (a Party)

1. Purpose
The Parties may share confidential information solely to evaluate and pursue: ___________.

2. Confidential information
Confidential information means non-public information disclosed by a Party, whether in writing, orally, or by access to systems or premises, that is marked confidential or that a reasonable person would treat as confidential given its nature and the circumstances of disclosure. It includes business plans, technical data, source code, customer lists, pricing, and personal data shared for the Purpose.

3. Obligations
Each Party will (a) use the other Party’s confidential information only for the Purpose, (b) protect it with at least reasonable care, and (c) not disclose it to third parties except as allowed in this agreement. Each Party remains responsible for its own disclosures.

4. Exclusions
Obligations do not apply to information that (a) is or becomes public through no breach, (b) was already known without duty of confidentiality, (c) is independently developed without use of the confidential information, or (d) is rightfully received from a third party without restriction. A Party may disclose information if required by law or court order, after giving reasonable notice where legally permitted.

5. Term
Confidentiality duties last 2 years from the Effective date, whether or not discussions continue. Obligations for trade secrets continue for as long as the information remains a trade secret under applicable law.

6. Return or destruction
On written request, or when discussions end, the receiving Party will promptly return or securely destroy confidential materials in its possession, except one archival copy kept solely for legal or compliance purposes under ongoing confidentiality.

7. Representatives
A receiving Party may share confidential information with employees, contractors, and professional advisors who need it for the Purpose and are bound by written or professional confidentiality duties no less protective than this agreement. The receiving Party remains responsible for their compliance.

8. Injunctive relief
Unauthorized use or disclosure may cause irreparable harm. The disclosing Party may seek injunctive or other equitable relief without proving actual damages or posting a bond, to the extent permitted by law, in addition to other remedies.

9. Governing law
This agreement is governed by the laws of ___________, without regard to conflict-of-law rules. This document is a template and not legal advice.

Signatures

___________ ______________________     ___________ ______________________

Disclaimer: This document is an automated template for convenience only. It does not create an attorney-client relationship and may be incomplete for your transaction or local laws. Have counsel review it before signing.

How it works

Pick mutual or one-way

Use mutual when both sides will share secrets; use one-way when only Party A discloses to Party B.

Fill parties and term

Add names, optional addresses, purpose, years, effective date, and governing law. Toggle optional clauses you need.

Export and review

Copy the text or download TXT/PDF. Have a lawyer review before anyone signs. Free plan: 8 PDF downloads per day.

What is NDA Generator?

Create a starter non-disclosure agreement in your browser. Choose mutual or one-way, fill parties and purpose, toggle common clauses, and export text or PDF — then have counsel review before signing.

Why use this tool

Mutual and one-way (unilateral) NDA modes
Optional return/destroy, representatives, residuals, and injunctive-relief clauses
Live preview with copy, TXT, and PDF export
Template only — not a substitute for legal advice

Questions

Is this legal advice?

No. The generator produces a starting template. Laws and enforceability differ by jurisdiction — get professional review before signing.

Mutual vs one-way — which should I pick?

Mutual binds both Parties when each will disclose. One-way binds only the Receiving Party (Party B) when only Party A is sharing confidential information.

Are my answers uploaded?

No. Drafting happens in your browser. PDF creation also stays on-device.

Is there a daily limit?

Generating and copying text is unlimited. Free PDF downloads are limited to 8 per day.

Can I edit the result?

Yes. Copy the text into your editor or Word and adjust wording after export.

Do I need an account?

No. Open the tool and use it. An account is only for Pro later.

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