Free NDA template generator, one-way or mutual

What this generator is for

Most NDAs are signed before something small but real: a first meeting with a possible partner, a supplier quoting on a new product, a freelancer seeing a brief, a buyer looking at a side business. In those moments you need a short, fair document quickly, and the free templates you find online are often long, American-only or stuffed with clauses that have nothing to do with confidentiality.

This generator writes a balanced first draft from your answers. It follows the outline most commercial NDAs share, the same one you see in the UK Intellectual Property Office's example agreements: purpose, use and confidentiality, exclusions, disclosures required by law, return of material, no licence, duration and governing law. It is written in plain English, so both sides can read it without a glossary. It is deliberately a starting point: the other party may want changes, and for anything important a lawyer should look at the final text.

Filling in the fields well

Party names: use the full legal name. For a company that is the registered name including the suffix, such as “Acme Robotics Ltd” or “Brightside Studio LLC”, not the brand on the website. An NDA signed with a trading name can leave it unclear who is actually bound. For an individual, use the name you would put on any other contract.

Purpose: be concrete. “Evaluating a possible partnership to distribute Acme's sensors in Canada” tells a court, and the other side, exactly what the information may be used for. “Business discussions” does not, and a vague purpose weakens the most useful clause in the agreement.

Confidential information: the draft already covers all non-public information shared for the purpose. The checkboxes and the free-text field add examples, which helps when there is a prototype, a customer list or source code everyone knows is the real concern. The optional “marked only” setting protects only information labelled confidential; it is easier for the recipient to follow and riskier for the discloser, because anything said in a meeting and never confirmed in writing falls outside it.

Duration: the obligations run from the start date for the number of years you choose. Two to five years is typical for business discussions. If trade secrets are involved, keep the trade-secret option ticked so that information such as a formula or source code stays protected for as long as it remains secret; US federal law and the UK trade secret rules both define a trade secret partly by the reasonable steps taken to keep it secret, and a confidentiality agreement is a common way of showing such steps.

Governing law: write the country or state, for example “England and Wales”, “the State of New York” or “Ontario, Canada”. The sentence in the PDF reads “governed by the laws of …”, so phrase it to fit. The draft does not pick a court; if that matters to you, add a jurisdiction clause after agreeing it with the other side.

What the template leaves out on purpose

No non-compete, no non-solicitation of staff or customers, no exclusivity and no assignment of intellectual property. Those clauses restrict business, not disclosure, and they are the most common reason people hesitate to sign an NDA. If you need them, they belong in a separate agreement that both sides negotiate with open eyes.

No fixed penalty. A clause saying “€50,000 per breach” looks strong, but its fate depends on the governing law: US courts refuse to enforce a pre-agreed sum that works as a punishment, while German law allows contractual penalties yet lets a court reduce one that is disproportionately high. The draft instead says the discloser may ask a court for an injunction, which is the remedy that matters most when secrets are at stake.

Employment NDAs are not the target. If you use an NDA with an employee or contractor in the United States, federal trade secret law expects the agreement to carry a notice about whistleblower immunity, and an employer that leaves it out cannot recover exemplary damages or attorney fees from that person in a trade secret lawsuit under that law. In Great Britain, ACAS guidance is clear that an NDA cannot stop someone from whistleblowing or reporting a crime. The draft includes a general protected-reporting clause, but an employment agreement should be written for that purpose.

From draft to signature

Download the PDF and read it once from top to bottom. Send it to the other party and invite comments; it is normal for them to ask for a shorter period, a narrower definition or a different governing law. If you need to change wording, use “Copy the text” and edit it in your word processor, then export a new PDF.

When the wording is agreed, both parties sign the same final version. Open it in the NDAPDF signer on the homepage, place your signature in your block on the last page, type your name, title and the date, and send the PDF to the other side to countersign. The draft already says it may be signed electronically and in counterparts, so separate signed copies of the identical text are fine.

Why it runs in your browser

An NDA draft already contains what you want to protect: who is talking to whom, about which project, and often a first description of the secret itself. The generator builds the text and the PDF with JavaScript on your device. Nothing you type is sent to a server, stored in a database or kept after you close the tab. The same is true of the signer: the PDF is processed in your browser and never uploaded.

Sources

• UK Intellectual Property Office: one-way and mutual non-disclosure agreement templates
• 18 U.S.C. § 1833(b): whistleblower immunity and the employer notice requirement
• 18 U.S.C. § 1839(3): definition of a trade secret (US federal law)
• Trade Secrets (Enforcement, etc.) Regulations 2018, regulation 2: definition of a trade secret (UK)
• Cornell LII: liquidated damages and unenforceable penalties
• German Civil Code (BGB), sections 339 and 343: contractual penalties (English translation)
• ACAS: non-disclosure agreements (NDAs) at work