How to Write an NDA (and What to Include)

A non-disclosure agreement (NDA) is one of the simplest contracts you can put in place, and one of the most useful. Before you pitch an idea to an investor, share figures with a potential partner, or hand customer data to a contractor, an NDA sets the rules: what is secret, how it can be used, and what happens if it leaks. This guide walks through what goes into a good NDA and how to put one together quickly.

Mutual or one-way?

The first decision is direction. In a one-way NDA, only one side discloses confidential information and the other promises to protect it — for example, when you show a prototype to a supplier. In a mutual NDA, both sides share sensitive information and both agree to keep the other's confidential. If both parties will be exchanging anything sensitive, choose mutual.

Our free NDA generator lets you switch between the two, and the wording updates automatically.

What every NDA should include

• A clear definition of confidential information — broad enough to cover written, spoken, and visual disclosures, but tied to what is actually being shared.
• A stated purpose — the reason the information is shared, which limits how the receiving party can use it.
• Sensible exclusions — information that is already public, already known, independently developed, or lawfully received from someone else.
• A confidentiality period — how long the duty to keep quiet lasts, often two to five years (trade secrets usually stay protected for as long as they remain secret).
• Return or destruction of materials — the right to get your materials back when the relationship ends.
• Remedies and governing law — what a court can do about a breach, and whose laws apply.

Common mistakes to avoid

• Defining confidential information so broadly it becomes unenforceable, or so narrowly it misses what matters.
• Leaving out the purpose, which lets the other side argue they can use the information however they like.
• Setting an unrealistic or perpetual confidentiality period for ordinary business information.
• Forgetting to choose a governing law, which causes confusion if a dispute crosses borders.

How to create one in minutes

You don't need to draft an NDA from scratch. Answer a few plain-English questions — who the parties are, the purpose, the confidentiality period, and your governing law — and a clean, properly worded agreement assembles itself, with an explanation beside every clause. When you're done, download a PDF, copy the text, or share a pre-filled link.

If you're hiring a freelancer or contractor, you'll often want an NDA alongside a service agreement that covers payment and ownership of the work.