Non-Disclosure Agreement

For two parties who need to share sensitive information — deal terms, creative work, or business plans — while keeping it confidential. Covers what's protected, how long the obligation lasts, and what happens if someone breaches.

Drafted by a Harvard Law entertainment attorney.

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Is this the right contract for you?

This contract is built for anyone who needs to share sensitive information while keeping it confidential. It fits early talks about a deal, partnership, or project where one or both sides will disclose private business, financial, or creative information and want clear limits on how it can be used.

Good fit for

  • Businesses and partners exploring a deal
  • Creators and collaborators sharing private work
  • Contractors and freelancers handling sensitive information
  • Investors reviewing confidential details
  • Anyone sharing private information before a deal is signed

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Before you start

It helps to have these details on hand before you create your contract:

  • The parties sharing information
  • Whether the duty is one-way or mutual
  • What counts as confidential information
  • Any specific categories to call out
  • How long the confidentiality duty lasts
  • Whether to include non-solicit or non-compete terms
  • What happens to materials when the deal ends
  • How disputes will be handled

What's Inside This Contract

Purpose

States why the information is being shared and limits its use to that purpose.

Definition of confidential information

Sets what counts as confidential and the standard exclusions.

Obligations of the parties

Covers protecting the information, return or destruction, and any residual knowledge.

Restrictive covenants

Adds optional non-solicit or non-compete terms when included.

Term and termination

Sets how long the agreement and the confidentiality duty last.

Remedies and no license

Covers relief for a breach and confirms no rights are granted in the information.

Disputes and general provisions

Covers standard terms such as notices, how disputes are handled, and signatures.

Points Worth Negotiating

  • How broadly confidential information is defined
  • Whether the duty is one-way or mutual
  • How long the obligation lasts
  • What uses of the information are allowed
  • What happens to materials when the deal ends

Frequently Asked Questions

What is a non-disclosure agreement?
A non-disclosure agreement keeps shared information confidential. It sets what counts as confidential, how it can be used, and how long the duty lasts.
Who should sign it?
Both parties who will share or receive information sign. In a one-way arrangement, the side disclosing and the side receiving both sign so the duty is clear.
What is the difference between a one-way and a mutual NDA?
A one-way NDA protects information from one side. A mutual NDA covers information both sides share. The right choice depends on who is disclosing.
How long does an NDA last?
It varies by deal. Some duties last a set number of years, while others continue as long as the information stays confidential.
What should I have ready before creating it?
Have the parties, whether the duty is one-way or mutual, what counts as confidential, how long the duty lasts, whether to add non-solicit or non-compete terms, and what happens to materials when the deal ends.
What is usually excluded from confidentiality?
Common exclusions are information that is already public, was already known, or is required to be disclosed by law. The agreement lists these exceptions.
Should I choose the custom contract or the editable template?
Choose the custom contract to answer a few questions and have it filled in for you. Choose the editable template if you prefer a blank version with labeled fields to complete yourself.
What are common warning signs in a non-disclosure agreement?

These are common issues to watch for in any non-disclosure agreement:

  • Definition of confidential information is too broad
  • No end date on the confidentiality duty
  • One-sided terms when both share information
  • No standard exceptions for public information
  • Unclear remedies for a breach