Non Disclosure Agreement

Draft agreement —

Agreement type: —
Confidentiality ends: —
1833(b) notice: —
Sections: —
Words: —

A non disclosure agreement defines what counts as confidential, what does not, how the receiving side may use it and for how long. Pick mutual or one-way, name the parties, state the purpose and the period; a mutual NDA signed 2 March 2026 for 3 years binds both sides until 2 March 2029, with trade secrets protected for longer.

About this tool

Founders pitching a buyer, firms trading specifications before a supply deal and freelancers seeing unreleased work all meet the same document first. This drafter builds a plain-English NDA from your details: a title naming it mutual or one-way, the parties and effective date, the purpose, a definition of Confidential Information, the four standard exclusions, use and care obligations, a court-order carve-out, a term with its calculated end date, return of materials, a no-licence clause, governing law and signature blocks. It can add the whistleblower immunity notice that US employers must put in confidentiality agreements with employees and contractors to keep certain remedies under the Defend Trade Secrets Act. The text is a starting draft, not legal advice: enforceability of long terms, remedies and the exact wording differ between states and countries, so have a lawyer review it before anything valuable rides on it.

How to use it

Choose mutual or one-way
Pick Mutual when both sides will share information, or One-way when only the first party discloses.
Name the parties and date
Enter each party's full legal name and the effective date; the term is counted from that date.
Describe the purpose
State why information is being shared. The obligations limit use to this purpose, so make it specific.
Set the period, law and notice
Use the stepper for the years of confidence, type the governing law, and tick or untick the immunity notice, then copy the draft.

Examples

Two companies exploring a partnership

Agreement type: Mutual
First party: Halden Robotics Ltd
Second party: Brightfold Logistics Inc
Effective date: 2026-03-02
Purpose of sharing: Evaluating a possible supply partnership for warehouse picking robots
Confidentiality period: 3
Governing law: the State of Delaware
Include the US whistleblower immunity notice: Yes

Result Draft agreement: MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is made on March 2, 2026 (the "Effective Date") between Halden Robotics Ltd and Brightfold Logistics Inc (each a "Party").

1. Purpose. The parties wish to explore the following: Evaluating a possible supply partnership for warehouse picking robots. In connection with this purpose, each party (as a "Disclosing Party") may share Confidential Information with the other (as a "Receiving Party").

2. Confidential Information. "Confidential Information" means any non-public business, technical or financial information disclosed in any form, including trade secrets, that is marked confidential or that a reasonable person would understand to be confidential.

3. Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is received from a third party without a duty of confidence; or (d) is independently developed without use of the Confidential Information.

4. Obligations. The Receiving Party will use Confidential Information only for the purpose above, protect it with at least reasonable care, and disclose it only to employees and advisers who need to know it and are bound by duties of confidence at least as strict as these.

5. Required disclosure. The Receiving Party may disclose Confidential Information if required by law or court order, after giving prompt written notice where lawful so the Disclosing Party can seek protection.

6. Term. The obligations in this Agreement last 3 years from the Effective Date, until March 2, 2029, except that trade secrets stay protected for as long as they remain trade secrets under applicable law.

7. Return of materials. On written request, the Receiving Party will return or destroy all Confidential Information and confirm this in writing.

8. No licence or obligation. No rights in Confidential Information are granted except as stated, and neither party must proceed with any transaction.

9. Notice of immunity. Under 18 U.S.C. 1833(b), an individual is not liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit.

10. Governing law. This Agreement is governed by the laws of the State of Delaware.

Signed:

Halden Robotics Ltd
Name and title: ____________ Date: ________

Brightfold Logistics Inc
Name and title: ____________ Date: ________
Agreement type: Mutual
Confidentiality ends: March 2, 2029
1833(b) notice: Included
Sections: 12
Words: 402

Agreement type: Mutual
Confidentiality ends = March 2, 2026 + 3 years = March 2, 2029
Sections assembled: 12

A mutual agreement from 2 March 2026 with a 3-year period runs to 2 March 2029 and carries the trade secret immunity notice.

Designer sharing sketches with a freelancer

Agreement type: One-way
First party: Lena Fischer Design
Second party: Owen Pratt
Effective date: 2026-01-15
Purpose of sharing: Reviewing unreleased product sketches before a freelance contract
Confidentiality period: 2
Governing law: England and Wales
Include the US whistleblower immunity notice: No

Result Draft agreement: ONE-WAY NON-DISCLOSURE AGREEMENT

This Agreement is made on January 15, 2026 (the "Effective Date") between Lena Fischer Design (the "Disclosing Party") and Owen Pratt (the "Receiving Party").

1. Purpose. The parties wish to explore the following: Reviewing unreleased product sketches before a freelance contract. In connection with this purpose, the Disclosing Party will share Confidential Information with the Receiving Party.

2. Confidential Information. "Confidential Information" means any non-public business, technical or financial information disclosed in any form, including trade secrets, that is marked confidential or that a reasonable person would understand to be confidential.

3. Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party; (b) was lawfully known to the Receiving Party before disclosure; (c) is received from a third party without a duty of confidence; or (d) is independently developed without use of the Confidential Information.

4. Obligations. The Receiving Party will use Confidential Information only for the purpose above, protect it with at least reasonable care, and disclose it only to employees and advisers who need to know it and are bound by duties of confidence at least as strict as these.

5. Required disclosure. The Receiving Party may disclose Confidential Information if required by law or court order, after giving prompt written notice where lawful so the Disclosing Party can seek protection.

6. Term. The obligations in this Agreement last 2 years from the Effective Date, until January 15, 2028, except that trade secrets stay protected for as long as they remain trade secrets under applicable law.

7. Return of materials. On written request, the Receiving Party will return or destroy all Confidential Information and confirm this in writing.

8. No licence or obligation. No rights in Confidential Information are granted except as stated, and neither party must proceed with any transaction.

9. Governing law. This Agreement is governed by the laws of England and Wales.

Signed:

Lena Fischer Design
Name and title: ____________ Date: ________

Owen Pratt
Name and title: ____________ Date: ________
Agreement type: One-way
Confidentiality ends: January 15, 2028
1833(b) notice: Left out
Sections: 11
Words: 334

Agreement type: One-way
Confidentiality ends = January 15, 2026 + 2 years = January 15, 2028
Sections assembled: 11

Only the designer discloses, so the one-way form names a Disclosing and a Receiving Party; with no US employee involved the immunity notice is left out.

How it is calculated

Confidentiality end date = effective date + term in years (29 February rolls to 28 February in a non-leap year)

effective date: The date the agreement takes effect, printed in its opening line
term: Whole years the obligations last, 1 to 10

The end date is the same calendar day in the target year, so 3 years from 2 March 2026 is 2 March 2029. The clause keeps trade secrets protected beyond that date for as long as they stay secret, because a fixed expiry could otherwise release them. Section numbering shifts by one when the immunity notice is included. The notice paraphrases 18 U.S.C. 1833(b)(1), and section 1833(b)(3) makes giving it a condition for an employer to recover exemplary damages or attorney fees from an employee who signed the agreement.

Sources

18 U.S. Code 1833 – Exceptions to prohibitions — Legal Information Institute, Cornell Law School
18 U.S. Code 1839 – Definitions — Legal Information Institute, Cornell Law School

When not to use it

When you are hiring an employee, confidentiality usually belongs inside a full employment contract.
When you need non-compete or non-solicit terms, which this draft does not contain and many places restrict.
When the information is already public or is something the other side must legally report.

Common mistakes

Writing a vague purpose such as business discussions, which lets the recipient argue almost any use is allowed.
Signing a one-way form when both sides will in fact hand over sensitive material.
Assuming the NDA lets you stop someone reporting a crime to the authorities; it cannot.
Forgetting to mark documents confidential or to record what was disclosed and when.

Frequently asked questions

What is the difference between a mutual and a one-way NDA?

A one-way agreement protects only the first party's information; the second party receives and keeps it secret. A mutual agreement binds both, so each is a Disclosing Party for what it shares and a Receiving Party for what it gets. Merger talks and joint development usually need mutual terms, while a pitch to an investor or a freelancer brief is often one-way.

How long should confidentiality last?

Two to five years is typical for commercial information such as pricing, plans and customer lists, because it loses value over time. The stepper allows 1 to 10 years and prints the end date. Trade secrets such as a formula or source code are carved out and stay protected while they remain secret, since a fixed date could otherwise free the other side to use them.

What is the whistleblower immunity notice?

The Defend Trade Secrets Act, at 18 U.S.C. 1833(b), shields individuals who disclose a trade secret in confidence to a government official or a lawyer to report a suspected legal violation, or in a sealed court filing. Employers must give notice of that immunity in agreements with employees and contractors covering confidential information; if they do not, they cannot recover exemplary damages or attorney fees from that person under the Act.

What information is excluded?

The draft lists the four exclusions most NDAs share: information that becomes public without the recipient's fault, that the recipient already knew lawfully, that comes from a third party free of any duty of confidence, or that the recipient develops independently. The recipient generally carries the burden of showing an exclusion applies, so keeping dated records helps both sides.

Does the governing law field change the clauses?

No. It only fills the governing law sentence. The other clauses stay the same, but how a court reads them, including whether a long term or a broad definition is enforceable, depends on that jurisdiction. If the parties are in different countries, also consider which courts hear disputes, which this draft does not cover.

Is an NDA valid without a signature from both sides?

A written agreement is normally signed by every party bound by it, and each signature block in the draft has space for a name, title and date. A company should sign through someone with authority to bind it. Keep a fully signed copy on each side before any confidential material changes hands.

Cite this tool

Using this tool in an assignment, article or report? Copy a citation, or a link for your website.

APA

Tools Directory Editorial Team. (2026, October 27). Non Disclosure Agreement. Tools Directory. Retrieved October 27, 2026, from https://tools.milunir.com/legal/legal-deadlines-and-reference/non-disclosure-agreement/

MLA

Tools Directory Editorial Team. “Non Disclosure Agreement.” Tools Directory, 27 Oct. 2026, https://tools.milunir.com/legal/legal-deadlines-and-reference/non-disclosure-agreement/. Accessed 27 Oct. 2026.

Chicago

Tools Directory Editorial Team. “Non Disclosure Agreement.” Tools Directory. Last modified October 27, 2026. Accessed October 27, 2026. https://tools.milunir.com/legal/legal-deadlines-and-reference/non-disclosure-agreement/.

Link

<a href="https://tools.milunir.com/legal/legal-deadlines-and-reference/non-disclosure-agreement/">Non Disclosure Agreement – Tools Directory</a>