When should I use a unilateral NDA?

Use a unilateral NDA when only one party is disclosing information, such as during a vendor evaluation or sales process.

How long should confidentiality obligations last?

Many agreements use 2-5 years. Sensitive IP can justify longer terms. Align with the nature of the information and legal guidance.

Does an NDA cover intellectual property ownership?

Not usually. NDAs focus on confidentiality. If IP ownership is relevant, add a separate clause or agreement.

Can I include non-compete language?

Some NDAs include a limited non-compete clause, but enforceability varies by jurisdiction. Consult legal counsel.

What is a return of materials clause?

It requires the receiving party to return or destroy confidential materials at the end of the engagement.

NDA Generator

Free NDA Generator

Create a mutual or unilateral non-disclosure agreement in minutes. Set confidentiality terms, survival period, and optional clauses, then copy or download the ready-to-sign document.

Confidentiality protectionMutual or unilateralTerm controls

What you get

Professional NDA structure and export-ready text.

Confidentiality definition, exclusions, and obligations.

Term and survival settings aligned to your risk level.

Optional non-solicit, non-compete, and return clauses.

NDA inputs

Enter the parties and agreement terms.

Disclosing Party*

Receiving Party*

Purpose

Effective Date

Governing Law

NDA Type

Both parties share confidential information

Protection Level

Balanced protections for most business deals

Agreement Term (years)

Confidentiality Survival (years)

Return of Materials

Require return or destruction of confidential data

Non-Solicit Clause

Prevent hiring of employees without consent

Non-Compete Clause

Limit use of information to compete

Enter both parties to generate the NDA.

NDA summary

Review and export the generated NDA.

Generate an NDA to see the summary and export options.

When do you need an NDA?

Clear confidentiality terms reduce risk and move deals faster.

An NDA sets expectations before sensitive information is shared. It defines what is confidential, how the information can be used, and what happens if disclosure occurs. This clarity reduces risk and prevents last-minute legal disputes. For broader commercial terms, pair the NDA with a scoped agreement from the Contract Generator.

Investors, partners, and buyers take NDAs seriously. A structured agreement shows you respect sensitive data and can be trusted in longer-term discussions.

Mutual vs unilateral NDAs

Pick the agreement type that matches information flow.

Mutual NDAs are common for partnerships, M and A discussions, or product collaborations. Both parties expect to disclose information, so obligations are mirrored.

Unilateral NDAs are best when only one party shares information, such as vendor onboarding or sales demos. The receiving party is the only party with confidentiality obligations.

What should an NDA include?

Specific definitions prevent loopholes.

A strong NDA defines confidential information broadly enough to protect trade secrets while still allowing reasonable business use. Include data, plans, software, pricing, and customer lists if those assets matter to your business.

Pair the NDA with a scoped proposal or statement of work so the purpose is explicit. This reduces ambiguity if disputes arise later. Use the Proposal Generator to define scope, pricing, and milestones alongside confidentiality terms. For partnerships involving shared ownership, review equity protection terms before disclosing sensitive financial data.

Plan for term and survival

Set expectations for how long confidentiality applies.

Term defines how long the agreement stays in effect. Survival defines how long confidentiality obligations remain after termination. Align those dates with the type of information shared.

For long-lived IP, consider longer survival periods. For short-term vendor evaluations, a shorter term may be sufficient. If you are unsure about exposure, run a quick Risk Assessment Tool before sharing sensitive materials.

NDA checklist

Review before sending the agreement.