What Is an NDA Template and Who Needs One
An NDA template is a pre-formatted non-disclosure agreement you fill in with names, dates, and the scope of what needs to stay private. It creates a legally binding promise: one party shares sensitive information, and the other party keeps it confidential.
You need an NDA template whenever you share business information you cannot afford to have go public. Freelancers use them before sending project briefs to subcontractors. Startups use them when pitching investors or hiring employees who will see proprietary technology. Small businesses use them with vendors who will access customer data or internal pricing.
- Freelancers sharing client briefs, source files, or strategy documents with collaborators
- Startups presenting product concepts or financial projections to potential investors
- Employers onboarding staff who will access trade secrets or customer records
- Business partners exploring a joint venture before committing to a formal contract
- Consultants receiving internal company data to complete an engagement
Key Parts to Include in an NDA
A solid NDA template covers six essential elements. Miss any one of them and the agreement may be unenforceable or too vague to matter in a dispute.
- Definition of confidential information: Spell out exactly what is covered (business plans, source code, customer lists, pricing, etc.) rather than using vague language
- Parties: Full legal names and addresses of both the disclosing party and the receiving party
- Permitted purpose: State why the receiving party is getting access (e.g., evaluating a partnership, completing a project)
- Obligations: What the receiving party must do to protect the information, including limiting access to their own staff
- Exclusions: What is NOT covered, such as information that becomes publicly available or was already known
- Term: How long the agreement lasts, typically one to five years
- Governing law: Which state's laws apply if there is a dispute
How to Use This Free NDA Template
This NDA template is available as an editable document you can open in Google Docs, download for Microsoft Word, or save as a printable PDF. Follow these steps to fill it out correctly.
- Open the NDA template in Google Docs or Word and save a copy with the project name
- Fill in both parties' full legal names and addresses at the top
- Replace [PURPOSE] with a specific, one-sentence description of why confidential information is being shared
- Set the term length that fits your situation (one year works for short projects; two to five years for ongoing relationships)
- Review the exclusions section and confirm they match your needs
- Fill in the governing state (typically the state where your business is registered)
- Send the document to the other party, get signatures from both sides, and keep a copy for your records
One-Way vs. Mutual NDA Templates
Not all NDAs work the same way. Before you sign or send one, confirm which type fits your situation.
A one-way (unilateral) NDA protects information flowing in one direction only. The classic example: a client shares their business strategy with a freelancer. Only the freelancer is bound by confidentiality obligations. This template defaults to a one-way structure.
A mutual (bilateral) NDA protects both parties. Both sides share confidential information, and both sides are bound. Common in joint ventures, co-development projects, or early-stage partnership discussions. To convert this template into a mutual NDA, swap "Disclosing Party" and "Receiving Party" for "Party A" and "Party B" throughout, and update the obligations section so both parties have equal duties.
An employee NDA (sometimes called a confidentiality clause) is typically shorter and embedded in a broader employment agreement. It covers trade secrets, customer data, and proprietary processes the employee will encounter on the job.
NDA Template in Google Docs vs. Word vs. PDF
The right format depends on how you prefer to work and how you will share the agreement.
Google Docs NDA template: Best for real-time collaboration. You can share a link, the other party can suggest edits directly, and both of you can comment before signing. No software installation needed, and changes are tracked automatically.
Word NDA template (free download): Best if you or the other party prefers Microsoft Office. A .docx file works in Word, Google Docs, LibreOffice, and most other word processors. You can password-protect it after finalizing.
Printable PDF NDA template: Best for signing in person or sending via email for a wet signature. Export your completed Google Docs or Word file as a PDF before sending. PDF format prevents accidental edits to the finalized document.
Common NDA Mistakes to Avoid
A poorly written NDA can be just as problematic as having no agreement at all. These are the errors that come up most often with basic NDA templates.
- Too broad a definition: Saying "all information shared" with no specifics makes the NDA hard to enforce because courts want clarity
- No exclusions clause: Without exclusions, the agreement could technically cover publicly available information, which creates disputes
- Forgetting to date and sign: An undated or unsigned NDA has no legal standing, no matter how well written
- Setting an unreasonably long term: Perpetual NDAs are often challenged; two to five years is standard for most business purposes
- Using someone else's name or business entity: Always use the full legal name of the business (LLC, Inc.) rather than a trade name
- Skipping a purpose statement: Without a stated purpose, the receiving party could argue they were allowed to use the information in different ways
Copy-and-paste template
Download .docxNON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] between [DISCLOSING PARTY NAME], located at [ADDRESS] ("Disclosing Party"), and [RECEIVING PARTY NAME], located at [ADDRESS] ("Receiving Party").
1. Confidential Information
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, whether in written, oral, electronic, or other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to: business plans, financial data, trade secrets, technical specifications, customer lists, pricing, and proprietary methods.
2. Obligations of Receiving Party
The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party without prior written consent; (c) use the Confidential Information solely for the purpose of [PURPOSE, e.g., evaluating a potential business relationship]; (d) limit access to those employees or agents with a need to know.
3. Exclusions
These obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was already known to the Receiving Party; (c) is independently developed by the Receiving Party; (d) is required to be disclosed by law or court order.
4. Term
This Agreement shall remain in effect for [TERM, e.g., two (2) years] from the date of signing, unless terminated earlier by mutual written agreement.
5. Return of Information
Upon request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information.
6. Governing Law
This Agreement shall be governed by the laws of the State of [STATE].
7. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding confidentiality and supersedes all prior discussions on this subject.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Disclosing Party: _________________________ Date: _________
Name/Title: _________________________
Receiving Party: _________________________ Date: _________
Name/Title: _________________________