How to Write an NDA

An NDA (non-disclosure agreement) is a contract that lets you share confidential information — a product idea, a customer list, financials — without giving the other person a free pass to use or leak it. Writing one well is less about legal jargon and more about being specific: who is sharing what, for what purpose, and for how long.

If you want a finished document instead of starting from a blank page, use our free NDA template and fill in the highlighted fields. The steps below explain what those fields mean and what to watch for.

1. Name the parties and the purpose

Start with the legal names and addresses of both sides, plus a one-sentence purpose: "to discuss a possible partnership," "to evaluate a software product," or "to interview for a role." The purpose matters because a good NDA limits use of the information to that purpose — not "anything the receiving party wants."

2. Decide: one-way or mutual

• One-way (unilateral): only one side is sharing secrets — common when you hire a freelancer or pitch an investor.
• Mutual: both sides will disclose confidential details — typical for partnerships and joint ventures.

If you are not sure, a mutual NDA is usually safer: it protects whoever ends up sharing. Our template is written so either side can act as discloser and receiver.

3. Define confidential information — and the exclusions

List the kinds of information you care about (plans, pricing, source code, customer data). Then list the exclusions almost every enforceable NDA needs:

• information that is already public through no fault of the receiver;
• information the receiver already knew lawfully;
• information received from a third party without a duty of confidentiality;
• information the receiver developed independently.

Without those carve-outs, a court may treat the NDA as overly broad and refuse to enforce it.

4. Set the obligations and the term

The receiving party should agree to keep the information secret, use it only for the stated purpose, share it only with people who need it and are themselves bound, and return or destroy it when the talks end.

Two to five years is a common confidentiality period. Trade secrets can last as long as they stay secret. A perpetual NDA on ordinary business information is often harder to enforce than a reasonable term.

5. Add remedies — then sign it

Money damages may not undo a leak, so most NDAs say the disclosing party can seek an injunction (a court order to stop further disclosure) as well as damages. Then both parties sign. A signed NDA is a contract; an unsigned draft is not. Electronic signatures are valid in most countries — see are electronic signatures legally binding?

Common mistakes

• Leaving the purpose or the definition of confidential information vague.
• Forgetting the standard exclusions (already-public information, etc.).
• Using a one-way NDA when both sides will actually share secrets.
• Never getting a signature — a draft in someone's inbox is not an NDA.

Once the fields are filled, download the PDF and send it for signature in SignovaX. Both sides get the finished copy plus an audit trail.

Disclaimer: This article is for general informational purposes only and is not legal advice. Laws vary by jurisdiction; consult a qualified lawyer for important agreements.