Draft an NDA without a lawyer’s first hour
Before you share a roadmap, customer list, or source code, you need a confidentiality agreement in place. This builder produces a clean mutual or one-way NDA — naming the parties, defining confidential information, listing obligations and exclusions, and setting a term and governing law — so you can circulate it for signature instead of starting from a blank page.
How it works
You choose the structure (mutual or one-way) and the tool assembles the matching clauses. The definition clause describes what counts as confidential information and pairs it with the standard four exclusions — information that is publicly available, already known to the recipient, independently developed, or rightfully received from a third party. The obligations clause requires the receiving party to protect the information and use it only for the stated purpose. A term clause sets how many years the obligations last, and a governing-law clause names the controlling jurisdiction. Signature blocks for both parties close the document. This is a practical starting template, not legal advice.
Mutual vs one-way: which to choose
A one-way (unilateral) NDA flows in one direction: Party A discloses, Party B is bound. This is the right choice when a business shares its roadmap with a potential contractor, or when a startup shows its technology to an investor who is not sharing any confidential information in return. The risk is that it only protects the discloser — if both parties end up exchanging sensitive material, the one-way NDA leaves the original discloser exposed.
A mutual (bilateral) NDA binds both parties equally, which is almost always the better default for business development conversations, partnership negotiations, and joint-venture discussions. Even if you think you will be doing most of the sharing, mutual NDAs remove friction because neither side needs to negotiate which way the agreement flows.
Key clauses and what they do
| Clause | Why it matters |
|---|---|
| Definition of confidential information | Sets the boundary — mark-or-indicate or catch-all wording affects scope |
| Exclusions | Without them an NDA could block using publicly known information |
| Purpose limitation | Restricts how the recipient may use your data |
| Term | How many years the obligation lasts after signature |
| Return or destruction | Requires deleting or returning materials when the relationship ends |
| Governing law | Determines which court hears a dispute |
Practical tips before signing
Match the term to how long the information stays sensitive — two to five years is typical for commercial negotiations, while genuine trade secrets may warrant indefinite protection. Be specific in the purpose field, for example “evaluating a potential software integration partnership”, because a narrow purpose limits how the recipient may use your data. Always have counsel review before signing for high-value disclosures or when the counterparty is in a different legal jurisdiction, since enforceability of confidentiality agreements varies significantly by country.