ClauseryWhat to include in an NDA: a clause-by-clause checklist
A non-disclosure agreement is short, but each clause does a specific job. Here is what to check before you send or sign one.
Mutual or one-way?
If only one side is sharing information, such as a company showing a prototype or briefing an agency, a one-way NDA is simpler. If both sides will share, as in partnership or acquisition talks, use a mutual NDA. Employees, freelancers and business buyers each have their own version: see mutual vs one-way NDA.
The clauses
- Parties. Correct legal names and entity types. An NDA signed by the wrong group company may not protect the one that shares the information.
- Purpose. What the information may be used for, described narrowly: "evaluating a possible distribution agreement", not "business purposes".
- Definition of confidential information. Whether it covers only marked information or anything reasonably understood to be confidential. See the confidentiality clause.
- Exclusions. Public information, information already known, information received from someone else, and independent development.
- Obligations. Use only for the purpose, disclose only to people who need to know, and protect with reasonable care.
- Compelled disclosure. What happens if a court or regulator requires disclosure.
- Return or destruction. On request or when talks end, with an exception for automatic backups.
- Term. How long the agreement lasts and how long the obligations survive afterwards. See how long an NDA should last.
- No licence and no obligation to proceed. Sharing information does not grant rights in it or commit anyone to a deal.
- Remedies. Acknowledging that an injunction may be appropriate, since damages rarely fix a leak.
- Governing law and jurisdiction. See the governing law clause.
Things to avoid
- Non-solicitation or non-compete terms hidden in an NDA, which the other side may not expect.
- Clauses that stop someone reporting wrongdoing to a regulator, which are unenforceable in many places. The employee NDA says so in plain words.
- An NDA that is later wiped out by the entire agreement clause of the main contract.
Send one in two minutes
All five NDA templates are free to download as Word files or fill in online. Clausery asks for the parties, purpose, term and governing law, includes the optional clauses you choose, and produces a finished document without uploading anything.
More on NDAs and restrictive covenants
- Mutual vs one-way NDA: which one do you need?
- How long should an NDA last? Typical terms explained
- NDA vs confidentiality agreement: is there a difference?
- Non-compete vs non-solicitation agreement: the difference
- Are non-compete agreements enforceable? The rules in 2026
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