What is the difference between a mutual and a one-way NDA?

A one-way (unilateral) NDA protects information flowing from one party to another — common when you pitch an idea to a company. A mutual (bilateral) NDA protects information both parties share, which fits two businesses exploring a partnership. This generator has a checkbox to switch between them, and it adjusts the wording and signature roles accordingly.

Is this NDA legally binding?

A signed NDA can be a binding contract, but whether a particular clause is enforceable depends on your jurisdiction, how reasonable the terms are, and the facts. This is a plain-language template to start from — it is not drafted for your specific situation, and it is not legal advice. Have a licensed attorney review anything you plan to rely on.

How long should the confidentiality period be?

It depends on how long the information stays sensitive. Two to five years is common for general business discussions; trade secrets are sometimes protected for as long as they remain secret. The generator lets you set the number of years — pick what matches the real sensitivity of the information.

Do both parties need to sign?

Yes — an NDA takes effect when the parties who are bound by it sign. The generated PDF includes a signature block for each party with a date line. Electronic signatures are widely accepted, but confirm what is valid where you are.

Is anything I type uploaded?

No. The document is assembled and the PDF is generated entirely in your browser. The party names, purpose, and terms you enter are never sent to a server or stored anywhere — you can confirm that in your browser developer tools.

NDA generator

Create a free non-disclosure agreement (mutual or one-way) — fill in the parties and terms, preview the clauses, and download a clean PDF, all in your browser.

Fill in the details

Mutual NDA (both sides share confidential information)

Disclosing party (name or company)

Receiving party (name or company)

Purpose of the disclosure— Why confidential information is being shared.

Confidentiality period (years)

Effective date

Governing state (US)

Live preview

Mutual Non-Disclosure Agreement

1. Parties

This Non-Disclosure Agreement (the "Agreement") is entered into as of _______________ between [Disclosing Party] and [Receiving Party] (each a "Party" and together the "Parties").

2. Purpose

The Parties wish to explore evaluating a potential business relationship between the parties (the "Purpose"), and in connection with the Purpose each party may disclose confidential information to the other party.

3. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), whether written, oral, electronic, or in any other form, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already lawfully possessed without a duty of confidentiality; (c) is independently developed by the Recipient without using the Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.

4. Obligations

The Recipient will: (a) use the Confidential Information solely for the Purpose; (b) protect it using at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) not disclose it to any third party except to its employees or advisors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5. Term

The Recipient's obligations under this Agreement continue for 3 years from the date the Confidential Information is disclosed, unless the Parties agree otherwise in writing.

6. Required Disclosure

If the Recipient is legally compelled to disclose Confidential Information, it may do so, but only to the extent required and, where legally permitted, after giving the Discloser prompt notice so the Discloser can seek protection.

7. No License; Return of Materials

Nothing in this Agreement grants the Recipient any license or ownership in the Confidential Information. On the Discloser’s written request, the Recipient will promptly return or destroy the Confidential Information in its possession.

8. General

This Agreement is governed by the laws of the State of [State]. It is the entire agreement between the Parties about its subject and may be amended only in a writing signed by both Parties. If any provision is unenforceable, the rest remains in effect.

This is a general template, not legal advice. Review it, adapt it to your situation and jurisdiction, and consult a licensed attorney before relying on it.

Your document is built entirely in your browser — the details you enter are never uploaded or stored.

Reviewed by Aqil Abbas Khan, Founder & Editor of ToolsNexus

How this template is built

The template follows the standard structure of a confidentiality agreement — parties, purpose, a definition of Confidential Information with the usual carve-outs (public, already-known, independently-developed, third-party), the recipient's obligations, a term, required-disclosure handling, and a governing-law clause. Wording is kept plain and general rather than tailored to any jurisdiction; it is a starting point for attorney review, not a finished legal instrument.

Sources

Disclaimer: This tool provides general information and educational estimates only and is not legal advice. Laws vary by jurisdiction and change over time — consult a licensed attorney about your situation.

Fill in the parties, the purpose, and how long confidentiality should last, watch the agreement assemble in a live preview, and download a clean PDF — mutual or one-way. Everything happens in your browser; nothing you type is uploaded.

How to create an NDA

Choose mutual (both sides share secrets) or leave it unchecked for a one-way NDA.
Enter the two parties and, optionally, the purpose of the disclosure.
Set the confidentiality period and the governing state.
Read the live preview, then Download PDF and have both parties sign and date it.

What the agreement covers

The template includes the clauses a straightforward NDA usually needs: who the parties are, why information is being shared, a definition of Confidential Information with the standard exceptions (anything public, already known, independently developed, or received from a third party without a duty of confidence), the recipient’s core obligation to use the information only for the stated purpose and protect it, a term, sensible handling of legally required disclosure, and a governing-law clause. It is written in plain English so you can actually read what you’re signing.

Where a template stops and a lawyer starts

An NDA is a real contract, and the details matter: an over-broad definition can be unenforceable, and some states limit how confidentiality clauses interact with employee rights. This generator gives you a solid, readable draft — not a document tuned to your industry, your jurisdiction, or the specific relationship. For anything high-stakes, treat the PDF as the first draft you take to a licensed attorney, not the last word.

Private by design

The document is built and the PDF is rendered on your device. No party names, business purpose, or terms leave your browser — there is no server involved in generating it.

Last updated: Jul 4, 2026

Frequently asked questions

What is the difference between a mutual and a one-way NDA?: A one-way (unilateral) NDA protects information flowing from one party to another — common when you pitch an idea to a company. A mutual (bilateral) NDA protects information both parties share, which fits two businesses exploring a partnership. This generator has a checkbox to switch between them, and it adjusts the wording and signature roles accordingly.
Is this NDA legally binding?: A signed NDA can be a binding contract, but whether a particular clause is enforceable depends on your jurisdiction, how reasonable the terms are, and the facts. This is a plain-language template to start from — it is not drafted for your specific situation, and it is not legal advice. Have a licensed attorney review anything you plan to rely on.
How long should the confidentiality period be?: It depends on how long the information stays sensitive. Two to five years is common for general business discussions; trade secrets are sometimes protected for as long as they remain secret. The generator lets you set the number of years — pick what matches the real sensitivity of the information.
Do both parties need to sign?: Yes — an NDA takes effect when the parties who are bound by it sign. The generated PDF includes a signature block for each party with a date line. Electronic signatures are widely accepted, but confirm what is valid where you are.
Is anything I type uploaded?: No. The document is assembled and the PDF is generated entirely in your browser. The party names, purpose, and terms you enter are never sent to a server or stored anywhere — you can confirm that in your browser developer tools.