Free NDA template: a non-disclosure agreement you can copy and sign

This NDA template is a complete non-disclosure agreement template you can copy, fill in and sign today. It's one-way out of the box, and a handful of edits makes it mutual. Around it you'll find what goes in each blank, alternative wording for the four clauses behind most disputes, and the notices US law expects when an employee or a contractor signs.

Use it for everyday cases: a supplier quote, a pitch to a possible partner, a freelancer who'll see your code. For an acquisition or a licensing deal, treat it as a first draft for your lawyer. Prefer to edit and sign in one place? Chaindoc's library has mutual and one-way NDA templates you can complete in the browser.

Every blank in the template sits in square brackets. The table shows what goes in each one, the default the text uses if you leave the wording alone, and the situations where that default stops fitting. It's the quickest way to turn a standard NDA template into your agreement, and it works just as well on any sample NDA template you've downloaded elsewhere. Most deals change four rows at most.

Two rows deserve more time than the rest. The definition of confidential information decides most disputes, and the term decides whether a court reads the agreement as reasonable.

Copy everything from the heading to the signature blocks. Text in [square brackets] is yours to replace, and the notes in italics say which version a line belongs to; delete them before anyone signs. It's a simple non-disclosure agreement template on purpose. Twelve short clauses get read, and signed, faster than twelve pages.

NON-DISCLOSURE AGREEMENT

1. Parties. This Non-Disclosure Agreement (the "Agreement") is made on [date] (the "Effective Date") between [full legal name], a [entity type] registered in [state or country], of [address] (the "Disclosing Party"), and [full legal name], a [entity type, or "an individual"], of [address] (the "Recipient"). Mutual version: call each of them a "Party", and read "Disclosing Party" as the Party sharing a given item and "Recipient" as the Party receiving it.

2. Purpose. The Disclosing Party will share information with the Recipient only so that the Recipient can [evaluate a possible supply agreement for component X] (the "Purpose").

3. Confidential Information. "Confidential Information" means non-public information that the Disclosing Party shares with the Recipient for the Purpose, in any form, including [pricing and margins, customer lists, product plans, source code and technical documentation], that is marked as confidential or that a reasonable person would understand to be confidential from its nature and the way it was shared. It includes information shared for the Purpose before the Effective Date.

4. Exclusions. Confidential Information doesn't include information that the Recipient can show by written records (a) is or becomes public through no breach of this Agreement; (b) the Recipient lawfully knew before receiving it; (c) the Recipient developed independently without using the Confidential Information; or (d) the Recipient received from a third party free to share it.

5. Recipient's obligations. The Recipient will (a) use Confidential Information only for the Purpose; (b) share it only with its employees, contractors and professional advisers who need it for the Purpose and are bound by confidentiality duties at least as strict as these; (c) protect it with at least the care it gives its own confidential information, and never less than reasonable care; and (d) tell the Disclosing Party in writing promptly after learning of any unauthorized use or disclosure. The Recipient is responsible for any breach by a person it shares Confidential Information with.

6. Required and protected disclosures. If a court, a regulator or the law requires the Recipient to disclose Confidential Information, the Recipient will, where the law allows, give the Disclosing Party prompt notice and disclose only what is required. Nothing in this Agreement prevents anyone from reporting a possible violation of law to a government agency or regulator, cooperating with an investigation, testifying, or making any other disclosure the law protects. Employee or contractor version: add the immunity notice from the next part of this guide as clause 6A.

7. Term. The Disclosing Party may share Confidential Information under this Agreement for [1 year] from the Effective Date. The Recipient's obligations last [3 years] after each disclosure, except that for trade secrets they last for as long as the information remains a trade secret under applicable law.

8. Return or destruction. Within [10] business days of the Disclosing Party's written request, or of the end of the sharing period, the Recipient will return or destroy all Confidential Information and confirm this in writing. The Recipient may keep copies that the law or its routine backups require, and those copies stay subject to this Agreement.

9. No license, no obligation. Confidential Information stays the Disclosing Party's property. This Agreement grants no license and doesn't oblige either party to enter into any further agreement. Confidential Information is provided "as is".

10. Remedies. Unauthorized use or disclosure may cause harm that money can't fully repair, so the Disclosing Party may seek an injunction or other court order, in addition to damages and any other remedy available.

11. Governing law and courts. This Agreement is governed by the laws of [state or country], without regard to its conflict-of-law rules. The courts of [county and state] have exclusive jurisdiction over any dispute arising from it.

12. General. This Agreement is the whole agreement on its subject and replaces earlier discussions about it. Changes must be in writing and signed by both parties. If a court finds any part unenforceable, the rest stays in force, and that part applies to the extent the law allows. Neither party may assign this Agreement without the other's written consent. It may be signed in counterparts and with electronic signatures, each of which counts as an original.

Signatures

[Disclosing Party name] · By: [name] · Title: [title] · Date: [date]

[Recipient name] · By: [name] · Title: [title] · Date: [date]

Most NDA disputes turn on four clauses. For each, here's the wording that tends to lose, what the template says instead, and a variant for when you sit on the other side of the table. Treat it as an NDA sample bank: swap a clause in, keep the numbering.

Definition of confidential information

The weak version: "All information disclosed by the Company, in any form, is Confidential Information." It sounds safe. It isn't. A definition that covers everything gives a court no way to tell what the parties meant to protect, and the recipient will argue that it's unreasonable as written.

The template lists categories and adds a two-way test: marked as confidential, or obviously confidential. The second limb catches the spreadsheet somebody forgot to label. Recipients often prefer certainty to breadth:

Marking-only definitions are fairer to the recipient and harder on a busy discloser, so pick the one your team will really follow. Our step-by-step guide to drafting an NDA explains why the category list matters more than its length.

Exclusions

The weak version: no exclusions at all, or "information the Recipient considers to be public", which lets the recipient decide. The template uses the four standard carve-outs and makes the recipient prove them from written records.

Watch for a residuals clause in drafts that come back from larger companies:

It reads harmlessly and can swallow the agreement, since almost anything can be remembered. If you must accept one, put source code, pricing and customer data outside it by name.

Term and survival

The weak version: "This Agreement remains in force indefinitely", or one end date after which everything may be published. Courts look harder at an open-ended duty, especially when an individual signs it. The template runs two clocks, a sharing period and a confidentiality period, and protects trade secrets for as long as they qualify:

That carve-out follows the law. US federal protection of a trade secret depends on the owner taking reasonable measures to keep it secret, not on a contract date, and the UK's trade secrets regulations ask for reasonable steps in the same way. A fixed date shouldn't end protection for a formula that's still secret, and a perpetual term shouldn't cover last quarter's price list.

Remedies

The weak version: no remedies clause, or a large fixed penalty per breach. The template keeps it short, letting the discloser ask a court for an injunction as well as damages:

A court still decides whether an injunction is justified; the clause only records that both sides saw the risk. Where trade secrets are involved, the Defend Trade Secrets Act adds its own remedies on top of the contract: an injunction, damages, up to twice those damages for willful and malicious misappropriation, and attorney fees, with three years from discovery to sue (18 U.S.C. § 1836).

Between two companies, clause 6 is enough. When the recipient is a person who works for you, an employee or a freelancer, US law asks for more, and part of it has to sit in the text itself.

DTSA notice text for an employee NDA template

The Defend Trade Secrets Act requires an employer to give notice of whistleblower immunity in any agreement with an employee that governs trade secrets or other confidential information, and contractors and consultants count as employees for this rule (18 U.S.C. § 1833(b)). Leave it out and you can still sue, but you lose exemplary damages and attorney fees against that person. Add this as clause 6A:

Limits no template can contract around

• Sexual assault and harassment. Under the Speak Out Act, a nondisclosure or nondisparagement clause agreed before a dispute arises can't be enforced in such a dispute.
• The SEC. Nobody may stop a person contacting SEC staff about a possible securities violation, including by enforcing a confidentiality agreement (Rule 21F-17).
• States that go further. Washington voids clauses in employment and independent-contractor agreements that stop someone discussing illegal discrimination, harassment, retaliation, wage violations or sexual assault, with statutory damages of $10,000 (RCW 49.44.211). California wants this sentence wherever an employee's confidentiality or non-disparagement terms limit talk about workplace conditions (Government Code § 12964.5): "Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful."
• UK workers: a clause is void in so far as it would stop a protected disclosure (Employment Rights Act 1996, s.43J).

Consideration for an employee NDA

A contract needs something given in return. Between companies, the exchange of information and promises covers it; with a new hire, the job does. An existing employee asked to sign halfway through is the awkward case, because some states accept continued employment and others want something new. Signing at hiring, or alongside a raise or a bonus, avoids the argument.

And keep the NDA an NDA. A ban on working for competitors belongs in a separate non-compete, with its own rules.

The template above is a unilateral NDA template, also called one-way: one side discloses, the other keeps quiet. That fits hiring a contractor, showing a prototype to a manufacturer or sending numbers to an investor. When both sides will hand over something sensitive, use the mutual NDA template instead. The table lists every clause that changes; the rest stays word for word. Software deals add their own wrinkles, like source code and subcontractors, covered in our guide to NDAs for software contractors.

Where the text comes from matters less than what you change in it, though each source has a habit worth knowing.

A downloaded NDA template Word file is the easiest to edit and the easiest to get wrong. Tracked changes survive into the final draft, two people edit two copies, and nobody's sure which one the other side signed. Edit in Word if you like; sign a PDF.

Search results for this topic are full of PDFs from government agencies and universities. They're well drafted, for their owners: a university's disclosure agreement assumes research staff and that university's state law. Read them for ideas; don't sign one as it stands.

E-signature vendors offer their own. When we checked on October 14, 2026, the DocuSign NDA template was free, and you filled it in and signed it inside DocuSign after creating a free account. That's handy if your company already works there, and it still needs your parties, purpose, categories and term. Chaindoc works the same way: its library holds mutual and one-way NDAs you edit and send in the browser, and the Free plan covers 5 signatures a month without a card.

A confidentiality agreement template from any of these sources is the same instrument under another name. Courts read the clauses, not the heading, so the check below applies whichever file you start from.

Read the filled-in NDA template once more as the other side's lawyer would, looking for a way out:

• Square brackets left anywhere, signature blocks included.
• A purpose so broad that it allows almost any use.
• Categories in clause 3 that don't match what you'll actually send.
• Exclusions edited so the recipient decides what's public.
• One term for everything, or no term at all.
• No notice paragraph when an employee or a contractor signs.
• Two governing laws, or none, in a cross-border deal.
• An effective date that misses disclosures already made.

If something leaks later, you'll need to show the agreement, the breach and the loss, and our guide to what a breach claim has to prove covers that part. A short NDA template that passes this list will do more for you than a long one that doesn't.