NDA Generator

In a one-way agreement only one party discloses and only the recipient takes on duties, which suits hiring a contractor or pitching to a supplier. A mutual agreement makes both parties discloser and recipient at once, which suits partnership or merger talks where each side opens its books.

Two to five years is common for ordinary business information because its value fades. The generator allows 1 to 10 years and warns above 5. Trade secrets are treated separately: the term clause keeps them protected for as long as they still qualify as trade secrets under the law.

The Defend Trade Secrets Act gives individuals immunity when they disclose a trade secret in confidence to a government official or a lawyer to report a suspected legal violation. Section 1833(b)(3) says an employer that omits notice of this immunity from an employee or contractor agreement cannot recover exemplary damages or attorney fees from that person under the Act.

The draft lists the four standard exclusions: information that is or becomes public without the recipient's fault, information the recipient already knew lawfully, information received from a third party free of any duty of confidence, and information developed independently without using what was disclosed.

Yes, to staff or advisers who need it for the stated purpose and are bound by similar duties, and when a law or court order compels disclosure. In that second case the draft asks for prompt notice where lawful so the owner can seek a protective order.

Most commercial NDAs are valid when signed by authorised representatives of each party, without witnesses or notarisation. Some jurisdictions or company constitutions add formalities, so check who may sign for a company before relying on the signature block.

Usually the state or country where the disclosing party is based or where any dispute would be heard. Enter it as a jurisdiction name, such as State of Delaware or England and Wales, rather than a city, since contract law is set at that level.