NDA Generator
Generate a mutual or one-way non-disclosure agreement to protect sensitive trade secrets and client data.
NDA Type
Both parties share and protect information
Party A
Party B
Optional clauses
Mutual Non-Disclosure Agreement
For educational reference only — not legal advice
1. Parties
This Agreement is entered into on between Northwind Studio LLC of 123 Market St, Suite 400, United States (“Party A”) and Acme Client Ltd of 88 River Road, United Kingdom (“Party B”). Each may disclose Confidential Information to the other.
2. Purpose
The parties will share information solely for: Evaluate a potential website redesign and analytics integration project.
3. Confidential Information
All technical specifications, roadmap slides, financial forecasts, login credentials, and prototype URLs disclosed in writing or verbally.
4. Obligations
The Receiving Party will protect information using reasonable care, limit internal sharing to personnel with a need to know, and not disclose to third parties without written consent.
5. Term
Obligations survive for 3 years from the last disclosure.
6. Exclusions
Information that is public without breach, already known without duty, independently developed, or rightfully received from a third party without duty.
7. Return or Destruction
Upon request, the Receiving Party will return or destroy materials (subject to backup policies) and confirm in writing.
8. Governing Law
This Agreement is governed by the laws of California, USA, excluding conflict-of-law rules.
9. AI and Machine Learning Prohibition
The Receiving Party shall not use any Confidential Information to train, fine-tune, or improve any artificial intelligence, machine learning, or large language model system, whether proprietary or third-party, without prior written consent from the Disclosing Party.
10. Injunctive Relief
The parties acknowledge that breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction without the requirement of posting bond or proving actual damages.
11. Compelled Disclosure
If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it shall (to the extent permitted) promptly notify the Disclosing Party in writing, cooperate in seeking a protective order, and disclose only the minimum required.
Entire Agreement
This document reflects the parties' entire understanding regarding this confidentiality topic as of the signature date.
Party A
Signature
Name (print)
Title
Date
Party B
Signature
Name (print)
Title
Date
What is a nda, and what goes on one?
An NDA (Non-Disclosure Agreement) protects confidential information shared between you and a client. You should sign one before discussing sensitive project details, trade secrets, or proprietary processes.
Key components
- Parties — who is bound by the agreement.
- Definition of confidential information — what's protected.
- Duration — how long the confidentiality lasts.
- Exceptions — what information is excluded (publicly available info, etc.).
How to use this tool
- Input your name and the disclosing party's details.
- Specify the purpose of the NDA (e.g., project exploration).
- Set the duration of the confidentiality agreement.
- Generate the document for digital signature.
Why this matters
Protecting sensitive client information is a baseline professional requirement. A standard NDA builds trust during early discussions without requiring expensive legal fees.
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Frequently asked questions
Possibly — but treat exports as educational drafts. Always have a qualified lawyer review and finalize wording before relying on any NDA in a real transaction.
A mutual NDA protects both parties equally when each side shares sensitive information. A one-way NDA protects only the disclosing party, which is common when a client shares project details with a freelancer.
Use the Employee type when hiring subcontractors or team members who will access your client data, trade secrets, or proprietary processes during an engagement.
It explicitly prevents the receiving party from using any disclosed confidential information to train, fine-tune, or improve artificial intelligence or machine learning systems without written consent.
It acknowledges that a breach of confidentiality can cause irreparable harm that money alone cannot fix, allowing either party to seek a court injunction without proving actual dollar damages first.
It clarifies that general ideas, concepts, and know-how retained in unaided memory after exposure to confidential information are not considered a breach — as long as specific specs, pricing, or personal data were not wilfully memorised.
Pick the jurisdiction where disputes would most likely be heard. For domestic deals, your home state is common. For international work, neutral jurisdictions like England and Wales, Singapore, or Delaware are popular.
Yes. The default exclusions cover publicly available information, prior knowledge, independent development, and third-party disclosures. Edit the text area to match your specific deal terms.
Yes — all inputs are saved to your browser localStorage so you can return later. Nothing is uploaded to any server. Use the Copy text or Download PDF buttons to export.
Two to five years is standard for most commercial NDAs. Trade secrets may warrant longer or indefinite terms. Align the term with your contract clause builder termination section for coherence.