Free NDA Template USA

Download a free Non-Disclosure Agreement template for US businesses. Covers mutual and one-way NDAs. State-law compliant. Customise and download instantly.

Customise & Download Free →

No account required · Instant download · Updated for 2025

What is an NDA?

A Non-Disclosure Agreement (NDA) — also called a confidentiality agreement — is a legally binding contract that restricts one or more parties from sharing confidential information with third parties. In the US, NDAs are governed by state contract law, supplemented federally by the Defend Trade Secrets Act (DTSA) of 2016.

When do you need an NDA in the US?

Common situations requiring an NDA include: pitching a business idea to investors or partners, hiring contractors or consultants with access to proprietary information, M&A due diligence, vendor or supplier relationships, and employee onboarding for roles with access to trade secrets.

Mutual vs. one-way NDAs

A mutual NDA (also called a bilateral NDA) protects both parties' confidential information — appropriate when both sides will be sharing sensitive data. A one-way (unilateral) NDA only protects the disclosing party. Use one-way NDAs when only one party is sharing information, such as when pitching to investors.

How to use this template

Click 'Customise your NDA' above. Fill in the party names, governing state, duration, and the type of information to be protected. The generator produces a complete NDA ready for signature. No account required.

Generate your Non-Disclosure Agreement in 2 minutes

Answer a few questions and get a complete, formatted document — free. No account needed.

Use the NDA Generator →

Frequently Asked Questions

Is this NDA template legally binding in the US?

Yes. This NDA is drafted in accordance with US contract law principles and is enforceable in all 50 states. Courts in every state uphold properly drafted NDAs as long as they have mutual consideration, a legitimate business purpose, and reasonably defined scope and duration.

How long should a US NDA last?

Most US NDAs last 2–5 years from the date of signing. For trade secrets, some agreements use an indefinite term, though California limits this for employees. The Defend Trade Secrets Act (DTSA) provides federal protection for trade secrets indefinitely regardless of your NDA's term.

Can I use one NDA template for all US states?

Yes, for most purposes. A well-drafted NDA with a governing law clause will be enforceable across the US. The main exception is California, which has specific rules restricting non-competes — if you're dealing with California-based parties, ensure your NDA separates confidentiality from non-compete obligations.