About NDA Generator
Generate a professional non-disclosure agreement in minutes. Customize confidentiality terms, duration, and exclusions, then download as PDF. Free, no lawyer needed.
How to use
- Select the NDA type: unilateral (one-way) protects one party's information, while mutual (two-way) protects both parties' confidential information. Use unilateral when hiring contractors or sharing proprietary information with potential partners. Use mutual when both parties will share sensitive information, such as in joint ventures or partnership discussions.
- Enter the disclosing party (who shares the information) and receiving party (who receives it) names, business addresses, and contact details. Use full legal business names as they appear on corporate registrations — the NDA binds the legal entity, not a trade name.
- Define the scope of confidential information as specifically as possible. Rather than a vague 'all business information,' list categories: trade secrets, customer lists, financial data, product designs, marketing strategies, source code, or manufacturing processes. The more specific your definition, the more enforceable the NDA.
- Specify exclusions — information NOT covered by the NDA. Standard exclusions include: information already publicly available, information the receiving party already knew, information independently developed, and information received from a third party without restriction. These carve-outs prevent unreasonable scope.
- Set the NDA duration (typically 2-5 years) and the governing jurisdiction (the province or state whose laws apply). Some NDAs have perpetual terms for trade secrets. Include the effective date and any provisions for early termination.
- Download your NDA as a PDF ready for both parties to sign. Each party should keep a signed copy. For added protection, consider having signatures witnessed or notarized, though this is not legally required in most Canadian jurisdictions.
Frequently asked questions
What is an NDA and when do I need one?
A Non-Disclosure Agreement (NDA) is a legally binding contract that creates a confidential relationship between parties. You need an NDA when: sharing business plans or financial information with potential investors, hiring contractors or freelancers who will access proprietary systems, discussing partnership or acquisition opportunities with another company, presenting a product idea to a manufacturer, or onboarding employees who will handle sensitive data. NDAs protect your competitive advantage by legally preventing the receiving party from sharing, using, or profiting from your confidential information. Once the NDA is signed and you move forward, formalize the engagement with a
Contract Generator.
What is the difference between a unilateral and mutual NDA?
A unilateral NDA protects only one party's information — the discloser shares confidential information and the receiver agrees not to disclose it. Use this when hiring freelancers, consulting with advisors, or pitching to investors. A mutual NDA protects both parties equally — each party both discloses and receives confidential information. Use this for joint ventures, strategic partnerships, merger discussions, or any situation where both sides share sensitive data. Mutual NDAs are more common in business-to-business relationships and are generally preferred because they create balanced obligations.
How long should an NDA last?
Typical NDA durations range from 2 to 5 years, with 3 years being the most common for general business information. Trade secrets may warrant indefinite or perpetual protection — as long as the information remains a trade secret. Technology and software NDAs often use 2-3 years because the information becomes outdated quickly. Some NDAs include a survival clause where certain obligations (like not using trade secrets) survive beyond the NDA expiration. Courts may not enforce unreasonably long terms, so match the duration to the realistic lifespan of the confidential information.
Is a free NDA legally binding?
Yes. The legal enforceability of an NDA depends on its content and execution, not on whether a lawyer drafted it or whether you paid for it. A binding NDA requires: clearly identified parties, a specific definition of confidential information, obligations of the receiving party, a defined time period, consideration (something of value exchanged — the business relationship or opportunity itself typically satisfies this), and signatures from authorized representatives of both parties. That said, for high-value situations (major partnerships, M&A discussions), having a lawyer review the NDA adds an extra layer of protection.
Can I use this NDA in Canada?
Yes, this NDA generator creates documents suitable for use across Canada and the US. Canadian NDA law follows common law principles in all provinces except Quebec, which uses civil law. The generator includes standard clauses that work under both legal traditions. You specify the governing jurisdiction (which province or state's laws apply), which determines how disputes are resolved. For Quebec-based NDAs, be aware that the Charter of the French Language may require a French version of the agreement in certain business contexts.
What happens if someone violates an NDA?
If a party breaches an NDA, the injured party can seek: (1) injunctive relief — a court order stopping the breach immediately, which is often the most important remedy since confidential information cannot be un-disclosed; (2) monetary damages — compensation for actual losses caused by the breach, which can include lost profits, lost business opportunities, and the cost of competitive damage; (3) liquidated damages — if the NDA specifies a predetermined penalty amount for breach. Proving breach requires demonstrating that confidential information was shared or used in violation of the agreement. This is why defining confidential information specifically in the NDA matters.
What should NOT be included in an NDA?
Avoid overly broad definitions that claim everything is confidential — courts may refuse to enforce vague or unreasonable NDAs. Do not include non-compete clauses within an NDA (use a separate agreement). Do not set unreasonable durations (50-year NDAs are likely unenforceable). Do not include terms that require illegal activity or suppress whistleblowing — Canadian and US laws protect the right to report legal violations regardless of NDA terms. Avoid making the NDA so restrictive that the receiving party cannot conduct normal business. Courts balance confidentiality protection against reasonable business activity.
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