Free Non-Disclosure Agreement (NDA) Template

By State

NDAs are used in many professional settings, including:

Whether you share a pitch deck, a prototype, or a process, an NDA helps ensure the information stays confidential.

For the agreement to be enforceable and effective, it should include these five key elements:

Consideration
A benefit must be offered in exchange for the confidentiality, such as employment, payment, or access to proprietary information. This ensures the agreement is legally valid.
Definition of Trade Secrets or Confidential Information
The agreement must clearly state what information is protected. This may include:

- Business plans
- Client lists
- Software code
- Manufacturing processes
- Financial projections

Reasonableness of Terms
The NDA should be fair and not overly broad. Courts may invalidate NDAs that attempt to restrict unrelated or publicly known information.
Duration of Confidentiality
A reasonable timeframe should be included—typically 1 to 5 years, depending on the nature of the information. Some agreements may require indefinite confidentiality for highly sensitive data (like formulas or algorithms).
Remedies for Breach
The NDA should outline what happens if the agreement is violated, including potential legal action, injunctions, or monetary damages.

Under the Uniform Trade Secrets Act, a trade secret is defined as:

Information—including a formula, pattern, method, program, or process—that:

Has economic value because it is not generally known or easily discoverable by others
Is subject to reasonable efforts to keep it confidential

Examples include a restaurant’s signature recipe, a software algorithm, or a proprietary sales process.

Unilateral NDA – One party agrees not to disclose information (e.g., employee or freelancer agreements)
Mutual NDA – Both parties share and protect each other’s information (e.g., joint ventures or negotiations)

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