Free NDA Template — Fill & Sign Online
A non-disclosure agreement (NDA) is a contract in which one or both sides promise to keep certain information secret — your pricing, client list, product roadmap, supplier terms, code, or recipes. NDAs come in two flavors: one-way (only they receive your secrets, common with contractors and job candidates) and mutual (both sides share, common in partnership talks). Picking the right one matters, because a mutual NDA binds you too.
Sign one before the sensitive conversation, not after: before you brief a manufacturer on a product idea, before a freelancer gets access to your customer data, before you open your books to a potential buyer or investor partner. An NDA can’t un-ring a bell — once the information is out, your only remedy is a lawsuit, so the agreement’s job is to make the rules and the consequences clear up front.
Self-signing is free, local & private — never uploaded. Sending for signature needs a free account (just your email).
Key clauses every NDA needs
- Definition of confidential information — specific categories, not “everything we discuss”
- Exclusions — information that’s already public, independently developed, or legally compelled (a subpoena) isn’t covered
- Permitted use — the recipient may use the information only for the stated purpose, e.g. “evaluating this partnership”
- Term — 2–5 years is typical for business info; trade secrets can be protected for as long as they stay secret
- Return or destruction — what happens to documents and copies when you part ways
- Remedies — injunctive relief (a court order to stop the leak), not just damages after the fact
- Governing law — which state’s courts settle a dispute
Common mistakes that sink NDAs
- Defining “confidential” as everything — courts read overbroad NDAs narrowly or toss them entirely
- Leaving out the standard exclusions, which makes the whole agreement look unreasonable
- Signing the other side’s “standard” NDA without checking whether it’s one-way against you
- Using an NDA when you actually need IP ownership — an NDA keeps secrets, it doesn’t transfer rights to work product
Common questions
Is an electronically signed NDA legally valid?
Yes — in the US, the ESIGN Act gives electronic signatures the same standing as ink for agreements like NDAs, and the EU’s eIDAS does the same. With FairSign you can sign an NDA in your browser in about 90 seconds; in self-sign mode the file is processed locally and never uploaded.
Should I use a one-way or mutual NDA?
If only you are disclosing (hiring a contractor, pitching a manufacturer), a one-way NDA keeps things simple and doesn’t bind you. If both sides will share sensitive details — a partnership, merger talks — use a mutual NDA so the obligations are symmetrical.
How long should an NDA last?
Most business NDAs run 2–5 years — long enough to protect the deal, short enough to be enforceable. True trade secrets (formulas, source code) are often carved out to remain confidential for as long as they qualify as trade secrets. An NDA with no term at all invites a court challenge.
This page is general information for small businesses — not legal advice. For your specific situation, talk to a licensed attorney in your state.