Free NDA Template
An NDA is short, which makes people careless with it. Three clauses do the real work: what counts as confidential, how long the obligation lasts, and what the disclosing party can actually do if it is breached. Most templates handle the first badly and the third not at all.
An NDA that protects everything protects nothing
The instinct is to define confidential information as broadly as possible. Courts read broad definitions narrowly, because an obligation covering "all information disclosed" is unreasonable to comply with — the recipient cannot tell what they are restricted from using. A definition that names categories, and carves out what is genuinely public or independently developed, is both fairer and considerably more likely to be enforced.
What the template covers
What is confidential, stated in categories
Financials, customer lists, source code, pricing, product plans. Naming categories is what makes the obligation usable — and enforceable — rather than aspirational.
What is excluded
Information already public, already known to the recipient, independently developed, or received lawfully from a third party. Without these carve-outs the agreement asks for something the recipient cannot deliver.
A term with an end
Two years, five years, indefinitely for trade secrets. A perpetual obligation over ordinary business information is one of the most common reasons an NDA is narrowed by a court.
Remedies
Whether the disclosing party may seek injunctive relief, and who bears legal costs. Damages for a leak are notoriously difficult to quantify, which is why the right to stop the disclosure matters more than the right to be paid for it.
Trade secrets and the notice most NDAs omit
Confidentiality obligations are creatures of contract, interpreted under state law, and most states have adopted a version of the Uniform Trade Secrets Act. Federally, the Defend Trade Secrets Act of 2016 created a civil cause of action for trade secret misappropriation, codified at 18 U.S.C. § 1836. It also added a requirement that is widely overlooked: 18 U.S.C. § 1833(b) provides immunity for disclosing a trade secret in confidence to a government official or attorney solely to report a suspected legal violation, and an employer who fails to include notice of that immunity in an agreement governing trade secrets may not recover exemplary damages or attorney fees under the act against that employee. The signature is covered by the ESIGN Act, 15 U.S.C. § 7001, and state UETA.
Everything was confidential, so nothing was
A startup used an NDA defining confidential information as "any and all information disclosed, in any form, whether or not marked confidential." A former contractor later used a general technique he had known before the engagement. The startup argued breach. The definition was broad enough to cover the contractor's own prior knowledge, which is precisely why it did not hold up as written. A definition naming categories, with a prior-knowledge carve-out, would have been narrower on paper and stronger in practice.
Questions people ask about this
Should the NDA be mutual or one-way?
Mutual when both sides will disclose something, which is most commercial conversations. One-way when only one side is opening up, such as a company sharing financials with a prospective buyer who is disclosing nothing.
How long should an NDA last?
Two to five years is common for ordinary business information. Trade secrets are often carved out to be protected for as long as they remain secret, which is a different and legitimate treatment.
Is an NDA enforceable against an employee?
Generally yes as to genuine confidential information, though it is distinct from a non-compete, which many states restrict heavily or prohibit. Employers should also include the § 1833(b) immunity notice.
What if the other side refuses to sign one?
That is information. A refusal is sometimes reasonable — investors and some acquirers decline as a matter of policy — and sometimes a signal about how your information will be treated.