NDA Generator for Mutual and One-Way NDAs

Start with who will share. If only you will, use a one-way NDA, where only the recipient takes on duties. If both sides will, use a mutual NDA, where each side makes the same promises to the other. Either way, the agreement needs the same core parts.

Secrecy alone doesn't stop the other side from using what you show them. The purpose clause does. Common Paper, a contract software company, publishes a free standard mutual NDA that requires the recipient to use confidential information "solely for the Purpose"¹. So the purpose sets the limit, and "exploring business opportunities" limits almost nothing.

Name the one decision the information serves, the parties, and the product or market involved. If the talks turn into a deal, the main contract, such as a master services agreement, will usually have its own confidentiality section.

Cover information that is marked confidential and information a reasonable person would see as confidential from its nature and context. A definition built on labels alone leaves a gap the day someone forgets to stamp a slide or mentions a price on a call. Cover the talks themselves, too: Common Paper's terms treat the existence and status of the discussions¹ as confidential.

Then say what isn't covered. Standard forms, Common Paper's included, exclude four kinds of information, and a careful recipient will insist on all four:

• Information that is or becomes public through no fault of the recipient
• Information the recipient already knew, with no duty to keep it secret
• Information the recipient gets from someone else who was free to share it
• Information the recipient develops on its own, without using yours

Use two clocks. The sharing period sets how long new disclosures are covered. The confidentiality period sets how long the recipient must keep them secret.

In Common Paper's 2026 benchmark of mutual NDAs signed on its platform², a one-year sharing period was the most common, and 79% set a fixed confidentiality period. Among those, two years was the standard, at 75%. Match yours to how long the information stays valuable, since a price list goes stale faster than a customer list.

Trade secrets need their own rule. The US Patent and Trademark Office says a trade secret has no time limit³ as long as it stays secret, valuable and guarded by reasonable efforts. If any of those lapses, the trade secret ceases to exist. So protect trade secrets for as long as they remain trade secrets, as standard forms do.

Federal law adds a step when the recipient is your employee, contractor or consultant. The Defend Trade Secrets Act shields people from trade secret liability if they confide a secret to a government official or lawyer to report a suspected violation of law. It requires an employer to give notice of that immunity⁴ in any agreement with an employee that governs confidential information, and it counts contractors and consultants as employees.

Leave the notice out and you can't be awarded exemplary damages or attorney fees against that person under the Act. A cross-reference to a reporting policy you've given them also counts as notice.

Add a line saying that nothing in the NDA stops anyone from reporting a possible violation of law to a government agency. SEC rules, for example, forbid impeding anyone from talking to SEC staff about a possible securities violation⁵, including by enforcing or threatening to enforce a confidentiality agreement.

When a contractor will build or write something for you, an NDA isn't enough. Under US copyright law, copyright belongs first to the work's author⁶, which is usually the contractor. An independent contractor agreement covers confidentiality and ownership together.

If the other side sends its own NDA, check it against the parts above before you sign. Look out for these:

• A "mutual" NDA whose definition protects only their information
• No exclusions, or a definition that covers everything you ever say
• A residuals clause, which lets their people use whatever they remember of your information
• Confidentiality forever for ordinary business information
• Non-compete, non-solicitation or exclusivity promises buried in the fine print
• No duty to return or destroy your materials when talks end

Sign before anything is shared, with someone authorized to bind each company. Then share in stages, starting with what the current decision needs. Label documents "Confidential," keep a dated list of what you sent, and when talks end, ask in writing for your materials to be returned or destroyed.

Prefer to start from a finished form? The free mutual nondisclosure agreement lays out these parts in nine short sections. Or let the generator at the top of this page fill one in from a few sentences about your deal.