NDA template (non-disclosure agreement)
Before you show a client your proposal, hand over data to a contractor or pitch an idea, get a signed NDA. Fill it in, download the PDF or send it to sign from any phone.
Also available in Español
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Who this template is for
Freelancers, agencies, startups and small businesses that share proposals, code, client data or ideas with contractors, partners or potential clients.
What it includes
- Purpose. why the information is shared, which limits what the other side may do with it.
- Definition. what counts as confidential, in any form, marked or not.
- Exclusions. public, already-known or independently developed information.
- Obligations. use only for the purpose, protect, no onward disclosure.
- Duration. a period in years that you choose.
- Remedies. injunction plus damages.
How to fill it in and get it signed
- Fill in the details. Press “Fill in and sign”, complete the form and watch the contract build on screen.
- Download or send. Download the PDF to review it, or press “Send for signature” to create the signing link with the signature boxes already placed.
- Your client signs. Share the link by email or WhatsApp. They sign from their phone and you both receive the signed PDF.
Details the form will ask for:
- Disclosing party (you or your business)
- Your email
- Receiving party
- Receiving party email
- Purpose of sharing the information
- Confidentiality period (years)
- Governing law (country or state)
- Agreement date
Fill in, download the PDF or send it to your client. Each of you gets a signed copy.
Text of the clauses
These are the clauses included by default. What appears in brackets is replaced by what you type in the form.
- 1. Purpose The Disclosing Party will share confidential information with the Receiving Party solely for the following purpose: [purpose of sharing the information].
- 2. Confidential information Confidential information means any non-public information disclosed in any form (oral, written, electronic, samples or demonstrations), including business plans, designs, code, prices, client lists and know-how, whether or not marked as confidential.
- 3. Exclusions Information is not confidential if it is or becomes public without breach of this agreement, was already lawfully known to the Receiving Party, is received from a third party without restriction, or is independently developed without using the confidential information.
- 4. Obligations The Receiving Party will use the information only for the purpose, will protect it with at least the care it uses for its own confidential information, will not disclose it to anyone except employees or advisers who need to know it and are bound by equivalent obligations, and will not copy it beyond what the purpose requires.
- 5. Required disclosure If the Receiving Party is legally required to disclose confidential information, it will, where lawful, notify the Disclosing Party in advance and disclose only what is strictly required.
- 6. Return and deletion On request, or when the purpose ends, the Receiving Party will return or securely delete all confidential information and confirm it in writing.
- 7. Term This agreement starts on [agreement date] and the confidentiality obligations last [confidentiality period] years from that date, or for as long as the information remains a trade secret, whichever is longer.
- 8. No licence Nothing in this agreement transfers any ownership or licence over the confidential information, nor obliges either party to enter into any further agreement.
- 9. Remedies The Receiving Party acknowledges that a breach may cause harm that money alone cannot repair, and that the Disclosing Party may seek an injunction in addition to damages.
- 10. Governing law and signatures This agreement is governed by the laws of [governing law]. The parties sign it electronically, which has the same effect as a handwritten signature, and each receives a signed copy.
Frequently asked questions
Is this a one-way or mutual NDA?
One-way: you disclose, the other side keeps it confidential. If both sides will share secrets, send one NDA each way or ask us for the mutual version.
How long should the confidentiality last?
Two to five years is common for business information. Trade secrets stay protected for as long as they remain secret, which this template states.
Is an electronically signed NDA enforceable?
Yes in the EU, the UK, the US and most countries: a simple electronic signature with an audit trail is valid evidence of agreement. Only a few document types (wills, some property deeds) require more.
Does it protect ideas?
It protects the information you disclose about the idea and stops the other side using or sharing it. It does not stop someone who independently had the same idea.