What this NDA generator produces

It builds a complete non-disclosure agreement from a short form and gives you the text. The output is a plain-text contract with a title, a preamble naming the parties, eleven numbered clauses and a two-party signature block. Nothing is sent to a server: the agreement is assembled in your browser from the values you type, and the download is a local file.

The page describes the result as a template, and that description is accurate. It is a readable starting draft for a common commercial situation, not a legal opinion, not jurisdiction-specific advice and not a substitute for review by a lawyer who knows your deal.

Mutual or one-way

The two radio buttons change the framing of the whole document.

• Mutual is for a conversation where both sides may share secrets, such as a partnership exploration or a joint product discussion. The preamble calls them Party A and Party B, the recitals say the parties may disclose to each other, and the obligations apply in both directions.
• Unilateral is for a one-way disclosure, such as a contractor reviewing your codebase or an investor reading your financial model. The preamble names a Disclosing Party and a Receiving Party, and the obligations fall on the receiver.

One structural detail is worth knowing before you type. In mutual mode the first party's name is taken from the Party 1 signatory field, not from a separate company field, because the form does not have one. If the agreement should name an entity rather than a person, enter the entity name in that signatory field, or put the person and the company in the same line. The second party's name comes from the Other Party Name field, and the Party 2 signatory is a separate input.

The clauses, in order

1. Purpose. One sentence naming why information is being shared. If you leave the field empty, it falls back to evaluating a potential business relationship.
2. Definition of confidential information. A general definition covering information disclosed orally, in writing or in any other form, plus an optional list of categories you supply. It adds a marking rule: material must be marked Confidential, or summarised in writing within 30 days if it was disclosed orally.
3. Exclusions. The familiar carve-outs for public information, prior knowledge, independent development and legally compelled disclosure.
4. Obligations of the receiving party. Five duties: keep it confidential, no third-party disclosure without written consent, use it only for the stated purpose, apply at least reasonable care, and restrict access to people who need to know and are bound by similar obligations.
5. Term and survival. The obligations start on the effective date and run for the period you choose.
6. Return of information. Return or destroy on request, on termination, or on either, depending on the setting, with written certification.
7. No licence or rights. No ownership or licence passes; the information stays the property of the disclosing side.
8. Remedies. An acknowledgement that breach may cause irreparable harm, and either a right to seek injunctive relief or a neutral statement that ordinary remedies remain available.
9. Governing law. Names the jurisdiction you enter, or falls back to the state where the first party resides or has its principal place of business.
10. Additional provisions. Present only when you write something in the extra clause field.
11. Entire agreement. The standard integration clause.

Optional settings and how they behave

The advanced panel is collapsed by default and holds the parts that change the substance rather than the layout.

Definition. Whatever you type is appended after the phrase "It includes, but is not limited to", so write a list of categories, not a full sentence with its own capital letter and full stop.

Exclusions. Four checkboxes. Each one adds a specific carve-out to clause 3. If you tick none of them, the clause does not become empty: it falls back to a standard set of four exclusions written in a slightly different style. Ticking a box therefore does not add protection that is otherwise missing, it just gives you control over the wording. The legally compelled disclosure option also adds the requirement to give prompt notice.

Return or destruction. Three choices: on written request, on termination, or on either. The default is the third.

Governing law. A free-text field, so you can write a state, a country, or a state and country together. If you leave it blank, the clause guesses based on where the first party is said to be, which is a weak guess and worth filling in properly.

Equitable relief. Ticked by default, this adds a statement that the disclosing party may seek an injunction without posting a bond. That is a meaningful advantage and some counterparties will push back on it. Unticking it replaces the sentence with a neutral reservation of all remedies.

Additional clause. Free text inserted as clause 10, before the entire agreement clause. Use it for non-solicitation, export control, residuals, or a reference to a statement of work.

Details that appear in the text exactly as coded

• The term reads "3 year(s)". The literal suffix is written into the sentence, so a three-year term becomes "a period of 3 year(s)". Edit it if the plural looks wrong in a document you intend to send.
• Dates are ISO format. The effective date appears as 2025-01-15 rather than 15 January 2025, because the date input value is inserted directly.
• Clause 11 follows clause 9 when clause 10 is absent. The entire agreement clause is always numbered 11, so a document without an extra provision has a gap in the numbering. Renumber before signing if that matters to you.
• Custom term can stay blank. If you choose Custom and type nothing, the sentence contains a blank line to fill in by hand.
• The document is always in English. The interface can be translated, but the generated clauses are fixed English text.

How to use it

1. Pick Mutual or Unilateral. The disclosing party field only appears for unilateral.
2. Enter the other party, the purpose, and the effective date. The date defaults to today.
3. Choose a term: one, two, three or five years, perpetual, or a custom phrase such as "ten years from the date of disclosure".
4. Open Advanced options if you need a definition list, a jurisdiction, a different return policy, or an extra clause.
5. Fill in both signatory names. Both are required even in unilateral mode, which suits a document that will be signed by a representative of each side.
6. Press Generate NDA. Validation messages appear above the form if a required field is missing; the generated text appears in the preview and in the editable output box.
7. Read the whole draft. Edit the text box directly if you want to change a clause, and the preview updates as you type.
8. Copy the text or download it as nda.txt.

The Sample button fills the form with a worked example — a mutual NDA between ABC Innovations LLC and a signatory, effective 15 January 2025, governed by Texas law — and generates it immediately. It is the fastest way to see the shape of the output before entering your own details.

What to do with the text file

The download is plain text with a .txt extension, not a PDF or a Word document. Open it in your word processor, apply your letterhead and formatting, convert the signature block into a proper table if you prefer, then export to PDF for circulation. Keep the plain text as the master copy so future edits do not fight with formatting. Because the agreement has no page numbers, headers or defined type sizes, formatting is entirely your choice.

What to review before anyone signs

• Party names. Check that each line names the correct legal entity, not just a trading name.
• Term. A short term may expire before a long project finishes; a perpetual term may be unacceptable to the receiving side.
• Definition. Make sure the categories match what you actually share. A definition that misses your data leaves it unprotected.
• Marking rule. The agreement requires marking or a 30-day written summary. If your team will not follow that process, change the clause.
• Jurisdiction. An empty field produces a guess. Name the courts you would actually use.
• Injunctive relief and bond waiver. Decide whether you need it and whether the other side will accept it.
• Extra clause. Add anything the standard eleven clauses do not cover, such as return of materials, non-solicitation or permitted disclosures to advisers.

Limits

One agreement at a time, two parties, English only, no attachments, no exhibits, no schedules, no electronic signature, no version history and no collaboration. There is no clause library beyond the options on the form, no AI drafting and no jurisdiction database. The tool does not check whether the combination you chose is enforceable where you operate, and it does not warn about clauses that conflict with local employment or consumer law. It also does not store anything, so closing the tab discards the draft unless you copied or downloaded it.

Privacy

All generation happens in the browser. Names, dates and clause text never leave the device, and the download is created from a local blob. That makes the page usable for real party names, though the finished agreement itself is obviously confidential once you save or send it.

Common mistakes

• Treating the output as executed. It is a draft; both sides still need to sign.
• Leaving the jurisdiction empty. The fallback is a guess based on the first party's location.
• Assuming unticked exclusions remove them. The standard four appear anyway.
• Downloading and sending without reading. Check the year(s) wording, the numbering gap and the date format first.
• Using mutual mode for a one-way disclosure. The obligations then run both ways, which may be more than you intended.
• Forgetting the marking rule. An unmarked document may fall outside the definition you agreed.

Frequently Asked Questions