{"id":4348,"date":"2025-03-18T13:05:00","date_gmt":"2025-03-18T18:05:00","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-law\/smallbusiness\/business-contracts-forms\/how-to-make-a-free-non-disclosure-agreement.html"},"modified":"2025-03-18T09:49:00","modified_gmt":"2025-03-18T14:49:00","slug":"how-to-make-a-free-non-disclosure-agreement","status":"publish","type":"page","link":"https:\/\/www.findlaw.com\/smallbusiness\/business-contracts-forms\/how-to-make-a-free-non-disclosure-agreement.html","title":{"rendered":"How To Make a Free Non-Disclosure Agreement"},"content":{"rendered":"\n
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How To Make a Free Non-Disclosure Agreement<\/h1>\n\n
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\n By Catherine Hodder, Esq.<\/a> | Legally reviewed by Jordan Walker, J.D.<\/a>\n | Last reviewed\n
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Editorial Note: We earn a commission from affiliate partner links on FindLaw. Commissions do not affect the editorial integrity of our legal content.<\/p>\n\n <\/div>\n \n

\n \n <\/i>\n Legally Reviewed\n <\/summary>\n\n
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This article has been written and reviewed for legal accuracy, clarity, and style by FindLaw\u2019s team of legal writers and attorneys<\/a> and in accordance with our editorial standards<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n\n

\n \n <\/i>\n Fact-Checked\n <\/summary>\n\n
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The last updated date refers to the last time this article was reviewed by FindLaw or one of our contributing authors<\/a>. We make every effort to keep our articles updated. For information regarding a specific legal issue affecting you, please contact an attorney in your area<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n<\/section>\n\n\n\n\n

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A non-disclosure agreement (NDA) is a legal contract used to protect confidential or proprietary information from being shared without permission. When creating an NDA to protect your confidential information, you must include the type of information you want kept confidential, the disclosing party and receiving party, the time period for the NDA agreement, and the consequences of any breaches.<\/i><\/p>\n\n <\/div>\n\n\n

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\n What To Expect in This Article\n <\/h2>\n
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This article explains what NDAs are, when NDAs are important, what you should include in an NDA, and how to customize your own NDA using FindLaw\u2019s free non-disclosure agreement template.<\/p>\n\n <\/div>\n \n Jump to Non-Disclosure Agreement Template<\/span>\n <\/i>\n <\/a>\n <\/div>\n <\/div>\n <\/div>\n<\/div>\n\n\n

What Is a Non-Disclosure Agreement?<\/h2>\n\n\n\n

A non-disclosure agreement<\/a>, or confidentiality agreement, is used by individuals and businesses to keep sensitive or proprietary information confidential. For example, a high-profile person or celebrity may want an employee to sign an NDA so they won\u2019t reveal personal details or sensitive information about them. A business with trade secrets, intellectual property, and proprietary information may want its employees to sign a standard NDA to keep their information within the company.<\/p>\n\n\n\n

The disclosing party is the party with the sensitive information. The receiving party is the party that receives the information and agrees to keep it confidential.<\/p>\n\n\n\n

If the receiving party discloses the confidential information, the disclosing party can take legal action to recover monetary damages.<\/p>\n\n\n\n

Types of Non-Disclosure Agreements<\/h2>\n\n\n\n

There are different types of NDAs, unilateral and mutual. A unilateral NDA, or \u201cone-way NDA,\u201d is where one party discloses the information, and the other party keeps it secret. The disclosing party does not have to agree to anything. The receiving party who signed the binding contract has an obligation to protect the disclosing party\u2019s information. A typical unilateral NDA is an employment agreement. Employers have an interest in keeping their business know-how, customer lists, marketing strategies, financial information, and trade secrets out of the public domain. They may require, as a condition of employment, that a prospective employee sign an NDA.<\/p>\n\n\n\n

A mutual NDA, or \u201cbilateral NDA,\u201d is a legal document in which two parties agree to a confidential relationship for sharing information. Both parties are bound to keep the information private. An example is when two companies are interested in a business relationship, such as a merger or joint venture. They must share sensitive business information and business plans but do not want the information to become public knowledge. Both parties would sign a confidential disclosure agreement so they can exchange such information and keep it protected.<\/p>\n\n\n\n

When To Use a Non-Disclosure Agreement<\/h2>\n\n\n\n

You should use a non-disclosure agreement when you want to protect business, personal, or sensitive information.<\/p>\n\n\n\n

Non-disclosure agreements are especially critical if a business has proprietary information or trade secrets. For example, Kentucky Fried Chicken does not want to reveal its recipes, and Coca-Cola does not want to disclose its formulas. Keeping these trade secrets gives them a competitive advantage. Financial and technology companies use NDAs to protect financial information and customer data. Healthcare and pharmaceutical companies use NDA to keep patient data and research confidential.<\/p>\n\n\n\n

What To Include in a Non-Disclosure Agreement<\/b><\/h2>\n\n\n\n

When developing a non-disclosure or proprietary information agreement, you may want to consider the following:<\/p>\n\n\n\n