Free Non-Disclosure Agreement Template

What is an NDA?

An NDA, or non-disclosure agreement, is a contract in which the person you are about to share private information with agrees to keep it confidential and to use it only for the reason you shared it. It is also called a confidentiality agreement. You send it before the first meeting, file, or demo, so everything you share afterwards is covered.

This NDA is one-way. Your business is the Company that shares the information, and the person or business who signs is the Recipient who protects it. That fits most of the times a business sends an NDA: briefing a freelancer or agency on an unreleased product, showing a manufacturer your designs, opening your books to a potential buyer, or walking a partner through a deal before it is announced.

Why you need one

Once information is out, you cannot take it back. An NDA does not make a leak impossible, but it changes what happens next.

• It sets the rules before you share. The Recipient knows exactly what is confidential, what they can use it for, and who they can show it to.
• It gives you a remedy. If the Recipient misuses your information, the signed NDA is the agreement you enforce, including asking a court to stop a breach quickly.
• It protects trade secrets. In the United States, information only stays a trade secret if you take reasonable steps to keep it secret. Getting an NDA signed before you share it is one of the clearest steps you can show.
• It covers the people around the Recipient. A good NDA makes the Recipient responsible for its own staff, contractors, and advisers too.
• It keeps the talks themselves private. Sometimes the fact that you are discussing a deal is as sensitive as anything in it.

It also tells the other side you take your information seriously, which tends to make them treat it that way.

What to include in an NDA

These are the elements that decide whether an NDA protects you, and where each one lives in this agreement.

1. The purpose

Say why you are sharing the information, such as “to evaluate a manufacturing partnership for the Company’s new water bottle” or “to quote for a website redesign.” The purpose is what limits how the Recipient can use your information, so a vague one weakens the whole agreement. Section 1 holds it.

2. What counts as confidential

Define confidential information broadly enough to cover what you will actually share: plans, pricing, customers, designs, software, and data, in writing, on screen, or said out loud in a meeting. This agreement covers anything marked confidential or that a reasonable person would understand to be confidential, so an unlabeled spreadsheet or a verbal comment is still covered. Section 2 holds the definition.

3. The standard exclusions

Every enforceable NDA excludes information that is already public, that the Recipient already knew, that they received from someone else who was free to share it, or that they developed on their own. Courts expect these exclusions, and an NDA without them can look unreasonable. Section 3 lists them, and puts the burden on the Recipient to prove an exclusion applies.

4. What the Recipient must do

Spell out the duties: use it only for the purpose, share it only with people who need it and are bound to keep it confidential, protect it with reasonable care, and tell you promptly if something leaks. Section 4 covers these and makes the Recipient responsible for its own people.

5. How long it lasts

Choose how many years the duties last after the agreement ends. Two to five years suits most business information. Trade secrets, such as a formula or source code, need protection for as long as they stay secret, and Section 6 keeps them protected without an end date.

6. Return or deletion

When the discussions end, you want your information back or destroyed. Section 7 requires the Recipient to return or delete it and confirm in writing, with a fair exception for backups that cannot reasonably be wiped.

7. Remedies and protected disclosures

A leak usually needs stopping, not just compensating, so Section 9 lets you ask a court for an injunction. Section 10 keeps the Recipient free to report illegal conduct to the authorities and to discuss unlawful acts in the workplace, which U.S. federal and state laws increasingly protect regardless of what an NDA says. Its Defend Trade Secrets Act notice matters too: without it, you cannot claim the Act’s double damages or attorney’s fees from an employee or contractor who misuses a trade secret.

Best practices for NDAs

• Get it signed before you share anything. An NDA signed after the meeting may not cover what was said in it.
• Mark what matters. The agreement covers unmarked information too, but “Confidential” in a file name or slide footer removes any argument.
• Share only what the purpose needs. An NDA limits the damage of a leak; sharing less limits the chance of one.
• Keep the scope reasonable. An NDA that tries to cover everything forever, or to stop someone working in their field, is more likely to be challenged. Use a separate agreement for non-competes.
• Keep the signed copy. Store it with the record of who signed and when, so you can prove the agreement existed before you shared.

How to fill in this NDA

1. Name both parties and the date. Use full legal names, such as a registered company name, and the date you will start sharing.
2. Write the purpose. One or two sentences in Section 1 on why you are sharing the information.
3. Choose the confidentiality period. Write the number of years in Section 6. Three is a common choice.
4. Add notice emails and governing law. Use the state or country where your business is based.
5. Make it mutual if both sides will share. If the Recipient will also share confidential information with you, apply the duties in Sections 4 to 7 to both Parties before you send it.

Any blank you want the Recipient to complete, such as their address or title, can stay empty. When you send the NDA in Inkly, you place a field over that line and the Recipient fills it in when they sign.

NDA vs. confidentiality clause in a contract

A confidentiality clause sits inside a bigger agreement, such as the one in Section 8 of the consulting agreement, and protects information shared while that work is being done. An NDA stands on its own and protects information shared before any other agreement exists, such as while you are still deciding whether to work together.

If you are already signing a services contract with a confidentiality clause, you usually do not need a separate NDA for that work. If you are sharing something before that contract is signed, or with someone you may never hire, send this NDA first.

How to get it signed

Once it is filled in, save the NDA as a PDF, sign up for Inkly, and upload it from your dashboard. Add the Recipient as a signer, place their signature and date fields, add your own, and send. They sign from a link in their email without creating an account, and you both get the signed PDF with an audit trail showing who signed and when, which is the proof you need that the NDA was in place before you shared.

If several people at the other company need to sign, add each of them to the same NDA with multiple signers. If you send the same NDA before every new project, save it for reuse on Pro and Teams, so the next one only needs a name and an email address.