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NDA Generator — Create a Non-Disclosure Agreement
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A Non-Disclosure Agreement (NDA) is a legally binding contract that protects confidential information shared between two parties. Also called a confidentiality agreement, an NDA legally obligates the receiving party to keep specified information secret and prohibits them from using it for any purpose outside the relationship. Businesses use NDAs before sharing trade secrets, financial data, product designs, customer lists, or strategic plans with employees, contractors, investors, or potential partners. A well-drafted NDA defines what counts as confidential, sets a clear time limit, and spells out remedies if the agreement is breached — giving you legal recourse if your secrets walk out the door.
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- Protect trade secrets, customer lists, and proprietary data
- State-specific enforceability with the correct governing law clause
- Lawyer-reviewed language ready to sign — no legal jargon overhead
- Optional non-compete and non-solicitation add-ons in one click
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Common Use Cases
- →Hiring contractors or freelancers who will see proprietary code or designs
- →Sharing financial projections or cap tables with potential investors
- →Discussing a possible acquisition, merger, or partnership
- →Onboarding employees who will access trade secrets or client data
- →Evaluating a vendor that needs access to internal systems or processes
- →Pitching a product idea, manuscript, or invention to a buyer or publisher
Frequently Asked Questions
Is a Non-Disclosure Agreement legally binding?▼
Yes. An NDA is a binding contract under U.S. contract law as long as it has the standard elements: offer, acceptance, consideration, and signatures from competent parties. Courts in all 50 states routinely enforce NDAs, including through injunctions and monetary damages, provided the terms are reasonable in scope and duration.
What makes an NDA enforceable in court?▼
Enforceability hinges on three things: (1) the confidential information is clearly defined and not already public, (2) the restrictions are reasonable in time, geography, and scope, and (3) the party seeking to enforce it has actually treated the information as confidential internally. NDAs that try to protect "everything" or last forever in restrictive states are often narrowed or struck down by judges.
Who should sign an NDA?▼
Anyone who will receive sensitive information should sign — including employees, independent contractors, freelancers, consultants, investors, potential acquirers, vendors, and joint-venture partners. As a rule of thumb, if a person could damage your business by repeating what they learn, get an NDA signed before the first real conversation.
What is the difference between a one-way and mutual NDA?▼
A one-way (unilateral) NDA protects information flowing from one party to another — typical when you're hiring a contractor or pitching an investor. A mutual (bilateral) NDA protects information flowing both ways and is standard when two companies are exploring a partnership, merger, or co-development deal where both sides will share secrets.
What happens if someone breaches an NDA?▼
The disclosing party can sue for monetary damages (including lost profits and the breaching party's ill-gotten gains) and ask the court for an injunction to stop further disclosure. Many NDAs also include liquidated-damages clauses that pre-set the dollar amount owed, and trade-secret misappropriation under the federal Defend Trade Secrets Act can add attorneys' fees and exemplary damages of up to 2× actual damages.
How long should an NDA last?▼
Most business NDAs run between 2 and 5 years after disclosure, which is long enough to protect competitive value but short enough that courts will enforce it. Trade secrets (like the Coca-Cola formula) can be protected indefinitely as long as they stay secret, but some states — notably California — disfavor open-ended terms and may shorten them to a "reasonable" period.