Free NDA generator
Choose the type of NDA, fill in the parties, purpose, term and governing law, and download a balanced, standard non-disclosure agreement as Word or PDF.
How it works
Choose the type of NDA
Mutual, one-way, investor or M&A / data room.
Fill in the details
The parties, the purpose, the governing law and how long confidentiality lasts.
Download Word or PDF
Edit the Word version if you need to, then send it for signature.
Have a lawyer review it
It is a template, not legal advice – especially for large deals or unusual jurisdictions.
Require this NDA before anyone opens your data room
Paste this NDA into HelpRange once and switch it on for a data room or link: every guest verifies their e-mail and signs it before the first document opens, and both sides get a PDF confirmation. Included in the Max plan ($87 per team per month).
A non-disclosure agreement (NDA) protects information you share before a deal is signed – with a potential partner, investor, buyer or contractor. Keep it short and balanced: an NDA that tries to win every point slows the deal down and often gets marked up anyway.
Which NDA do you need?
- Mutual – both sides share confidential information: partnerships, joint ventures, technical integrations.
- One-way – only you disclose: contractors, agencies, consultants, suppliers.
- Investor – a startup shares information with an investor. Many venture investors will not sign NDAs at the first meeting; ask for one when you open the due diligence data room. This version confirms the investor may keep investing in other companies as long as your information is not used.
- M&A / data room – a company shares information with a potential buyer. It adds data room rules, keeps the talks themselves confidential, limits contact with your staff and customers and can include a no-poaching clause.
What every balanced NDA contains
A definition of confidential information and the standard exclusions (public, already known, received from a third party, independently developed); the obligations – use only for the purpose, protect it, share only with advisers who need to know; disclosure required by law; the term; return or destruction at the end; no licence and no warranty; no obligation to do the deal; remedies; and the governing law. A typical term is one to three years for disclosures and two to five years of confidentiality after that – longer for trade secrets.
Keep it balanced: a one-sided NDA gets marked up by the other side’s lawyer and slows the deal down.
Free NDA generator – questions
Is this NDA template legally binding?
An NDA signed by both parties is a contract in most countries. This template uses standard clauses, but it is not legal advice: laws differ between countries and states, so have a lawyer review it before signing.
What is the difference between a mutual and a one-way NDA?
In a mutual NDA both sides share confidential information and both are bound. In a one-way (unilateral) NDA only one side discloses – typical for investors, potential buyers and contractors.
Do you store what I type?
No. The agreement is created from a template on the fly and is not saved; no AI is used.
Can I edit the NDA?
Yes – download the Word (DOCX) version and change any clause before you send it.
Do investors sign NDAs?
Many venture investors do not sign NDAs for a first pitch, because they see many similar companies. It is normal, though, to require one before opening a due diligence data room.
How long should an NDA last?
Commonly one to three years for the period in which information is shared, and two to five years of confidentiality after that. Trade secrets are usually protected for as long as they remain secret.