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Non-disclosure agreement (NDA)

Reviewed by Clausery editors · · 3 min read

A non-disclosure agreement (NDA) keeps shared business information confidential. Pick a mutual NDA when both sides share, or a one-way NDA when only one side discloses, fill it in online and download a ready-to-sign Word file or PDF.

Make an NDA → Download Word

No sign-up. Editable Word (.docx) or print to PDF. Your answers stay in your browser. Updated .

An NDA (non-disclosure agreement, sometimes called a confidentiality agreement) is a contract that says what information is shared, who can see it, how long it must stay private, and what happens if someone leaks it. Most early business conversations, supplier reviews, fundraising talks and freelance engagements use one.

Clausery ships five NDA templates tuned to different situations. This page helps you pick the right one.

What to include#

  • Mutual NDA. For meetings, partnerships, M&A talks or any situation where both sides share confidential information.
  • One-way NDA. For when only one side discloses - for example a founder sharing plans with an advisor or investor.
  • Employee NDA. For staff, covering confidentiality of company information during and after employment.
  • Contractor / freelancer NDA. For outside workers who will see client lists, code or proprietary processes.
  • NDA for selling a business. For sharing financials and customer lists during a business sale.

How to fill it in#

  1. Step 1: Decide mutual vs one-way

    Mutual when both sides disclose; one-way when only one side does.

  2. Step 2: Name the parties and the project

    Use the full legal names of the people or companies signing and briefly describe the purpose.

  3. Step 3: Define what is confidential

    Written material marked confidential, plus things said in meetings that a reasonable person would understand to be private.

  4. Step 4: Set the term

    Two to five years is common for ordinary business information; trade secrets can be protected for longer.

  5. Step 5: Sign before sharing

    Both sides sign and each keeps a copy before confidential information is handed over.

Simple NDA template

A short plain-English version for quick conversations.

Mutual NDA template

Full mutual NDA with optional clauses.

One-way NDA template

Unilateral NDA when only one side discloses.

Employee NDA

For staff confidentiality.

Contractor NDA

For freelancers and outside contractors.

What to include in an NDA

Clause-by-clause walk-through.

Questions

Is an NDA the same as a non-disclosure agreement?

Yes - NDA is short for non-disclosure agreement. You may also hear it called a confidentiality agreement (CDA) or proprietary information agreement (PIA).

Is a mutual NDA different from a one-way NDA?

Yes. A mutual NDA protects both sides; a one-way NDA protects only the disclosing party.

Does an NDA need to be notarized?

No. A signed NDA is normally binding without a notary, unless your jurisdiction specifically requires one.

How long should it last?

Two to five years is common for business information; trade secrets are typically protected for as long as they stay secret.

Can I write my own NDA?

Yes. Start from one of the templates above, edit the wording to match your deal, and have a lawyer review anything unusual or high-stakes.

Browse all nda templates →

These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.

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