NDA generator with a plain-English note on every clause
This free NDA generator drafts a mutual or one-way non-disclosure agreement — the contract that lets two businesses, a company and a freelancer, or a founder and an investor talk openly while keeping what they share confidential. Enter the parties and the purpose, choose how long it lasts and which law governs it, and the tool assembles a numbered agreement with definitions, exclusions, obligations, return of information, term and survival, remedies, and governing law and disputes.
Every clause has a short explanation beside it, and optional clauses — non-solicitation, personal data, permitted disclosures, the US trade-secret notice — switch on and off with the numbering and cross-references updating as you go. Download a PDF or an editable Word file, with signature blocks, witnesses and, if you like, a plain-English guide as a last page.
It runs in your browser and nothing is uploaded. This is a template, not legal advice.
How to use the NDA Generator
- Choose mutual or one-way, the effective date and the purpose — complete the sentence “for the purpose of…”.
- Enter both parties: legal name, short name, legal form, registration number, address and signatory.
- Set what counts as confidential, how long the agreement and the secrecy last, and the return period.
- Pick the governing law — India, a US state or a UK jurisdiction — and courts or arbitration.
- Review the clauses: switch optional ones on or off, read the notes, and edit any wording.
- Download the PDF or Word file and sign it (in India, on stamp paper or after e-stamping).
NDA Generator features
Clause toggles that renumber
Turn a clause on or off and every number and cross-reference — “clauses 3, 4, 6, 9 and 10” — updates; a reference to a switched-off clause is flagged.
Plain-English notes
Each clause says what it does and why, and the notes can print as a guide page marked as not part of the agreement.
India, US and UK law
Indian courts or arbitration under the 1996 Act, any US state with the DTSA notice, or English, Scottish or Northern Irish law.
Your own wording
Edit any clause or add your own; merge fields such as {{purpose}} stay live.
Signature-ready output
Signature blocks for companies, LLPs, firms or individuals, two witnesses, and room for the stamp paper in India.
What an NDA must contain
- Parties and purpose — who is bound, and what the information may be used for.
- Definition and exclusions — what is confidential, and the standard carve-outs (public, already known, received lawfully, developed independently).
- Obligations — secrecy, use only for the purpose, need-to-know sharing, responsibility for advisers and staff.
- Legal compulsion and permitted disclosures — obeying courts and regulators; whistleblowing and crime reporting cannot be gagged.
- Return or destruction, term and survival, and remedies such as an injunction.
- Governing law, jurisdiction and signatures — by people with authority to sign.
Legal notes (as of October 2026)
- India: an NDA is a contract under the Indian Contract Act, 1872; section 27 voids restraints of trade, so keep non-solicitation narrow and avoid non-competes. Stamp duty is set by each state — commonly the “agreement not otherwise provided for” rate, for example ₹500 in Maharashtra since October 2024 (Article 5(h)(B)). Stamp before or at signing; unstamped agreements are not void (Supreme Court, seven judges, December 2023) but cannot be used as evidence until duty and penalty are paid. E-signatures are valid under the Information Technology Act, 2000.
- United States: NDAs are state-law contracts. Agreements with employees and contractors should include the Defend Trade Secrets Act immunity notice (18 U.S.C. § 1833(b)); the Speak Out Act (2022) makes pre-dispute NDAs unenforceable for sexual assault and harassment claims; California voids most non-competes.
- United Kingdom: for agreements from 1 October 2025, terms that stop a victim of crime speaking to the police, lawyers or support services are void in England and Wales (Victims and Prisoners Act 2024, s.17), and whistleblowing disclosures are protected. The Employment Rights Act 2025 will void terms gagging workers about harassment or discrimination, from a date in 2027.
Mutual or one-way?
For the commercial terms that follow, use the business contract generator; sign the PDF with Sign PDF.
| Mutual NDA | One-way NDA | |
|---|---|---|
| Who shares | Both parties | One party only |
| Typical use | Joint ventures, partnerships, M&A talks | Hiring a freelancer, pitching to a supplier |
| Balance | Same duties both ways | Duties fall on the recipient |
Worked example and common mistakes
The sample mutual NDA has twelve clauses, and its survival clause keeps clauses 3, 4, 6, 9 and 10 alive for three years. Switch on non-solicitation and it becomes clause 9, so the list reads “3, 4, 6, 9, 10 and 11” — no manual renumbering.
- A purpose so broad (“any business”) that the use restriction means nothing.
- Marking-only definitions when nobody will actually mark documents.
- Signing without authority, or leaving out the registration number and address that identify the party.
NDA Generator FAQ
How do I make an NDA?
Name the parties and the purpose, define confidential information, set obligations, duration, return of information, remedies and governing law, then sign. This NDA generator assembles those clauses with the numbering and dates filled in.
Does an NDA need stamp duty in India?
Yes — stamp duty is payable under the law of the state where it is signed, usually at the “agreement not otherwise provided for” rate (₹500 in Maharashtra). Without it the NDA is not void, but a court will not admit it in evidence until duty and a penalty are paid.
How long should an NDA last?
Commonly one to three years for the agreement and two to five years of secrecy afterwards; trade secrets can be protected for as long as they stay secret.
Is an NDA signed electronically valid?
Generally yes: under the Information Technology Act, 2000 in India, the E-SIGN Act in the US and English law in the UK. Stamp duty still applies in India.
Can an NDA stop someone reporting wrongdoing?
No. Whistleblowing and crime reporting cannot be gagged, which is why this template includes a permitted-disclosures clause.
Is this NDA template legal advice?
No. It is a template with explanations; have a lawyer review it for important deals.