To get a non-disclosure agreement form, you can download a template from an online legal document service, use interactive legal software that builds one from your answers, or hire an attorney to draft one for your situation. The form itself is easy to obtain. What determines whether it holds up is what you put inside it, because an NDA missing a required federal notice or built on vague definitions can be worse than having nothing at all.
Decide One-Way or Two-Way Before You Download
Pick the direction of information flow before you choose a template, because the two forms are structured differently.
A one-way (unilateral) NDA protects a single discloser. An employer sharing proprietary processes with a new hire, or a startup pitching an idea to an investor, would use a one-way form where only the recipient has obligations. A two-way (mutual) NDA makes both sides disclosers and recipients at once, which fits a joint venture discussion or a potential merger where each company needs to share sensitive data. Grab the wrong type and one party’s information sits exposed.
Where to Get the Form
Several online platforms offer free or low-cost NDA templates. These range from simple fill-in-the-blank PDFs to interactive forms that walk you through each clause. Many legal document services bundle electronic signature tools and version tracking into the same workflow. For a straightforward situation, like a freelancer protecting client data, a quality template is usually enough.
When the stakes are higher or the information is unusually complex, pay an attorney to draft or review the agreement. A lawyer can tailor provisions to your industry, flag enforceability risks in your jurisdiction, and make sure the NDA complies with federal requirements that templates sometimes miss. If you’re protecting trade secrets that underpin your business, or the other party has meaningfully more bargaining power, professional review pays for itself the first time a dispute arises.
What the Form Needs to Contain
A usable NDA needs more than a generic confidentiality promise. Each clause below does a distinct job, and leaving one out creates gaps that make the whole agreement harder to enforce.
Identification of the Parties
Start with the full legal names and addresses of every party, and label each as the disclosing party, the receiving party, or both. Look past the two signers. If the receiving party plans to share information with affiliates, subcontractors, or advisors, the NDA should either bind those third parties directly or require the receiving party to impose equivalent confidentiality obligations on anyone who sees the information.
Definition of Confidential Information
This is the single most important clause. A definition that’s too narrow leaves valuable information unprotected. One that’s too vague can make the whole agreement unenforceable. Describe the categories of protected information, such as trade secrets, business plans, customer lists, financial data, technical specifications, and software, and specify how information gets marked as confidential. Some NDAs require a written “Confidential” label. Others cover anything disclosed orally if followed up in writing within a set number of days. Some protect all information exchanged regardless of marking. Decide which approach fits and spell it out.
Exclusions From Confidentiality
Every enforceable NDA carves out information the receiving party has no obligation to protect. The standard exclusions are:
- Information already in the public domain, or that becomes public through no fault of the receiving party.
- Information the receiving party already possessed before the disclosure.
- Information the receiving party developed independently without using or referencing the confidential information.
- Information received legitimately from a third party who had no confidentiality obligation.
Skipping these exclusions doesn’t strengthen the agreement. Courts read their absence as a sign the NDA is unreasonable, which can undermine enforceability rather than expand it.
Permitted Disclosures
Even the tightest NDA can’t override a court order or subpoena. A permitted-disclosure clause addresses this by allowing the receiving party to share information when compelled by law, provided they give the disclosing party prompt written notice (where legally allowed), cooperate in seeking a protective order, and disclose only the minimum required. Without this clause, a party facing a subpoena is caught between violating the NDA and violating a court order.
Purpose and Scope of Use
State specifically why the information is being shared, whether to evaluate a potential acquisition, develop a product together, or perform consulting work. Then restrict the receiving party from using the information for anything outside that stated purpose. A receiving party who can’t use the data for personal gain, competitive advantage, or any purpose beyond the one described has far less room to argue a particular use was permitted.
Duration
Set a clear timeframe. Most commercial NDAs run two to five years from the date of disclosure or the agreement’s effective date. Trade secrets are the exception: because their value depends on secrecy, the best practice is to make confidentiality obligations for trade secrets survive indefinitely, or at least until the information no longer qualifies as a trade secret. Measuring the term from each individual disclosure forces you to track when every piece of information was shared, which gets unwieldy fast. Measuring from the effective date or termination date is simpler.
Return or Destruction of Information
When the relationship ends or either party requests it, the receiving party should return all confidential materials or destroy them and certify the destruction in writing. This covers physical documents, electronic files, copies, notes, and anything derived from the confidential information. Reasonable exceptions include copies retained for regulatory compliance or information captured in automatic backup systems, but the NDA should name those exceptions explicitly rather than leaving them implied.
Governing Law and Dispute Resolution
Specify which state’s laws govern the agreement and where disputes will be litigated or arbitrated. This prevents a fight-before-the-fight about jurisdiction. If one party is in California and the other in New York, neither wants to discover after a breach that they’re headed to the other side’s home court.
Federal Rules That Limit What Your NDA Can Do
Several federal statutes place hard limits on NDAs. A form that ignores these rules can cost you money, forfeit legal remedies, or include provisions a court will refuse to enforce.
Whistleblower Immunity Notice
The Defend Trade Secrets Act requires every employer to include a notice of whistleblower immunity in any contract or agreement with an employee that covers trade secrets or other confidential information. The immunity itself protects individuals who disclose trade secrets to a government official or an attorney solely to report a suspected violation of law, and individuals who include trade secret information in a sealed court filing as part of a retaliation lawsuit.1Office of the Law Revision Counsel. 18 USC 1833 – Immunity From Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing
The notice can go directly in the NDA, or the NDA can cross-reference a separate company policy document describing the employer’s reporting process. Either approach satisfies the statute. If the employer skips the notice, the penalty is concrete: the employer loses the right to recover exemplary damages (up to double the actual damages) and attorney’s fees in any trade secret action against that employee.1Office of the Law Revision Counsel. 18 USC 1833 – Immunity From Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing This is one of the most commonly overlooked requirements in employer NDAs, and it’s easily fixed by adding a short paragraph.
The Speak Out Act
Since December 2022, the Speak Out Act has made pre-dispute nondisclosure and nondisparagement clauses judicially unenforceable when the underlying dispute involves sexual assault or sexual harassment that allegedly violated federal, tribal, or state law.2Office of the Law Revision Counsel. 42 USC 19403 – Limitation on Judicial Enforceability of Nondisclosure and Nondisparagement Contract Clauses Relating to Sexual Assault Disputes and Sexual Harassment Disputes The key word is “pre-dispute.” An NDA signed before any allegation arises cannot silence a future claim of sexual harassment or assault. An NDA or settlement agreement signed after a dispute has already surfaced can still include confidentiality terms.
The Speak Out Act does not prohibit NDAs from protecting trade secrets or proprietary business information, even in the context of a sexual harassment dispute.2Office of the Law Revision Counsel. 42 USC 19403 – Limitation on Judicial Enforceability of Nondisclosure and Nondisparagement Contract Clauses Relating to Sexual Assault Disputes and Sexual Harassment Disputes Nearly 20 states have enacted their own laws restricting NDAs in harassment or discrimination cases, and some go further than the federal floor. If your NDA touches employment, check both the federal rule and your state’s requirements.
Tax Rule for Settlement NDAs
If you’re using an NDA in connection with a settlement involving sexual harassment or sexual abuse, a separate rule applies. Under the Internal Revenue Code, no deduction is allowed for any settlement payment or related attorney’s fees if the settlement is subject to a nondisclosure agreement.3Office of the Law Revision Counsel. 26 USC 162 – Trade or Business Expenses This forces employers to choose between confidentiality and the tax deduction. The rule applies regardless of the employer’s size or revenue.
What Makes an NDA Enforceable
Having a signed NDA in your filing cabinet doesn’t guarantee a court will enforce it. The most common failures are preventable.
Consideration. Like any contract, an NDA requires something of value exchanged on both sides. When an NDA is signed at the start of a new job, the employment itself serves as consideration. When an employer asks an existing employee to sign mid-employment, the analysis gets murkier. Some jurisdictions accept continued employment as sufficient consideration; others require something additional, like a bonus, promotion, or access to new information. If you’re asking someone who already works for you to sign, build in something concrete they’re receiving in return.
Reasonable scope. Courts look at whether the definition of confidential information is reasonable, whether the duration is proportionate, how burdensome the restrictions are on the receiving party, and whether the public has an interest in the information. An NDA that labels every piece of company information as confidential, including the office address or publicly available product specs, signals overreach and invites a court to narrow or void the agreement.
Specificity. If the terms are so vague that the receiving party can’t tell what they’re allowed to discuss, a court may find the NDA void for ambiguity. Concrete categories and clear marking procedures prevent this.
The discloser’s own behavior. A party that treats its own information carelessly, sharing it widely without restrictions, failing to label it, storing it on unsecured systems, will have trouble convincing a court that the information deserved protection. You need to show you took reasonable steps to keep the information secret, not just that you made someone sign a form.
Signing the Agreement
Once the NDA is drafted and reviewed, the mechanics of signing matter more than most people realize. Every blank should be filled in completely. A missing date, an incomplete party name, or an unsigned signature block gives the other side an argument that the agreement was never finalized.
Electronic signatures are legally valid for NDAs. Under federal law, a signature or contract cannot be denied legal effect solely because it’s in electronic form, provided the transaction involves interstate or foreign commerce, which covers virtually every business NDA.4Office of the Law Revision Counsel. 15 USC 7001 – General Rule of Validity For an electronic signature to hold up, the signer needs to demonstrate intent to sign and consent to conducting business electronically. Most e-signature platforms handle this automatically.
Witnesses and notarization are not required for most commercial NDAs. Certain government or classified-information NDAs have witness requirements, and some jurisdictions may have specific rules for particular types of agreements, but for a standard business NDA, two signatures and a date are sufficient. Each party should keep a signed copy in a secure, accessible location. If a dispute arises three years later and you can’t produce the agreement, you’ve created an unnecessary problem.