Free NDA Template
A non-disclosure agreement for US businesses and freelancers. Includes the DTSA whistleblower immunity notice required to preserve your trade secret rights. Choose mutual or one-way protection.
Agreement type:
- No signup required
- Free forever
- Reviewed June 2026
- DTSA whistleblower notice included
Branding (optional)
1 — Agreement Details
2 — Party A (Disclosing & Receiving)
3 — Party B (Disclosing & Receiving)
4 — Duration & Trade Secrets
5 — Governing Law
PDF: choose "Save as PDF" in the dialog that opens.
Mutual Non-Disclosure Agreement
Effective date: enter date above
1. Parties and Purpose
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of enter date above between Party A name ("Party A") and Party B name ("Party B") (together, the "Parties").
The Parties wish to explore the Purpose and may need to share confidential information in connection with that Purpose. Each Party will act both as a Disclosing Party and as a Receiving Party. This Agreement governs the treatment of Confidential Information exchanged between the Parties for the Purpose only.
2. Definition of Confidential Information
"Confidential Information" means any information disclosed by one Party to the other, whether orally, in writing or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. This includes but is not limited to: business plans, financial projections, technical specifications, source code, customer and supplier lists, pricing, trade secrets, pending patent applications, investment terms, marketing strategies and personnel information.
3. Exclusions from Confidentiality
The confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was already known to the Receiving Party before disclosure, evidenced by prior written records; (c) is independently developed by the Receiving Party without use of the Confidential Information; (d) is lawfully received from a third party without restriction; or (e) is required to be disclosed by law or court order — provided the Receiving Party gives prior written notice to the Disclosing Party where legally permissible.
4. Receiving Party Obligations
The Receiving Party will: (a) keep Confidential Information strictly confidential; (b) use it solely for the Purpose; (c) not disclose to any third party without prior written consent; (d) apply at least the same degree of care as for its own confidential information, and no less than reasonable care; (e) restrict access to employees, contractors and advisors with a genuine need-to-know who are bound by equivalent obligations; and (f) not reverse engineer, decompile or disassemble any Confidential Information. The Receiving Party must not enter, upload or use any Confidential Information as input to any third-party AI or machine learning system (including ChatGPT, Gemini, Copilot, or similar) without prior written consent from the Disclosing Party.
5. DTSA Whistleblower Immunity Notice
6. Protected Disclosures
Nothing in this Agreement restricts either Party from: (a) reporting suspected violations of law to any government agency, law enforcement or regulatory authority; (b) participating in any government investigation; (c) filing a charge with the NLRB; or (d) discussing wages, hours or working conditions with other employees (NLRA Section 7). This Agreement shall not be construed to cover any sexual harassment or sexual assault dispute arising after the date of this Agreement (SPEAK OUT Act, Pub.L. 117-224). In California, this Agreement does not prevent disclosure of conduct reasonably believed to be unlawful discrimination, harassment or retaliation under FEHA.
7. Term and Trade Secret Survival
This Agreement continues for 2 years from the effective date. Confidentiality obligations for information constituting a trade secret under the Defend Trade Secrets Act or applicable state law survive indefinitely for as long as the information retains its trade secret status. On termination or written request, the Receiving Party will promptly return or certify destruction of all Confidential Information and copies.
8. No Licence Granted
Nothing in this Agreement grants any licence, right or interest in any intellectual property of the Disclosing Party. No licence is implied under any patent, copyright, trademark or trade secret, express or implied, beyond the limited right to use Confidential Information for the Purpose. Any feedback relating to the Disclosing Party's products remains the property of the Disclosing Party.
9. Remedies
The Receiving Party acknowledges that any breach would cause irreparable harm for which monetary damages would be inadequate compensation. The Disclosing Party is entitled to seek injunctive or other equitable relief without posting bond, in addition to all other remedies at law or equity. Where the Confidential Information constitutes trade secrets, the Disclosing Party may seek civil seizure under 18 U.S.C. § 1836(b)(2) in extraordinary circumstances.
10. General Provisions
This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions. Amendments must be in writing and signed by both Parties. If any provision is unenforceable, the remainder continues in full force. This Agreement may be executed electronically and in counterparts, each of which constitutes an original (ESIGN Act / UETA).
Governing law: select state above. Any disputes arising from this Agreement will be resolved in the courts of that state.
Party A
Signature
Print name: _______________
Title: _______________
Date: ___________________________
Party B
Signature
Print name: _______________
Title: _______________
Date: ___________________________
Template preview
Parties & Purpose
1. Parties and Purpose
This Agreement is entered into as of [Date] between [Party A — Full Name or Company] and [Party B — Full Name or Company]. The Parties wish to explore [e.g. a potential business partnership / vendor evaluation / joint development / M&A due diligence] and may need to share confidential information in connection with that Purpose. This Agreement governs the treatment of Confidential Information exchanged between the Parties for the Purpose only.
Confidential Information
2. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by one Party to the other in any form — written, oral, electronic or visual — that is designated as confidential or that a reasonable person would understand to be confidential. This includes:
Exclusions
3. Exclusions from Confidentiality
The confidentiality obligations do not apply to information that:
DTSA Notice — Required by Law
5. DTSA Whistleblower Immunity Notice
This clause is required by the Defend Trade Secrets Act (18 U.S.C. § 1833(b)). Omitting it means you cannot recover exemplary damages or attorney's fees in a trade secret lawsuit — regardless of how serious the breach.
18 U.S.C. § 1833(b) — Notice Required
An individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or attorney to report a suspected violation of law, or in a complaint filed under seal in a lawsuit. This notice must appear in NDAs and employment agreements to preserve the right to exemplary damages and attorney's fees under the DTSA.
📄 Download the full template — includes Receiving Party Obligations, Protected Disclosures (SPEAK OUT Act), Term & Trade Secret Survival, No Licence Granted, Remedies, and Governing Law.
Download the full NDA — free
Fill in your details above and download a ready-to-sign NDA in seconds.
What's included in this template
How to use this template
Choose mutual or one-way before sharing anything
Use the type selector at the top of the edit panel. Mutual NDAs are for situations where both parties exchange sensitive information — partnerships, M&A diligence, co-development. One-way NDAs are for situations where only one party discloses — hiring a vendor, sharing investor materials, onboarding a contractor. Getting this wrong means the wrong party has no obligation to protect your information.
Keep the DTSA whistleblower notice — do not remove it
Clause 5 (the DTSA notice) is required by 18 U.S.C. § 1833(b). If you omit it from any NDA or employment agreement that covers trade secrets, you permanently lose the ability to recover exemplary (double) damages and attorney's fees in a DTSA civil lawsuit — even if the other party blatantly stole your trade secrets. This notice costs nothing to include and protects your remedies entirely.
Set trade secret survival to "Yes" if the information qualifies
Standard confidential information (business plans, proposals, financials) can expire after 2–3 years. Trade secrets — formulas, algorithms, source code, customer databases — must be protected "as long as they remain secret." A fixed expiration date on trade secrets defeats your DTSA protection entirely. Enable the trade secret survival clause if there is any chance the information qualifies.
Brief both parties on the AI tools prohibition before sharing data
Clause 4 includes an AI tools prohibition. Before sharing any confidential information, make sure both parties understand it. Entering business plans, financial data, source code, or customer lists into ChatGPT, Gemini, Copilot, or any public AI tool is a disclosure of confidential information and would breach the NDA. The only safe exception is a privately hosted AI instance with verified zero external data transmission.
Optional clauses to consider adding
Frequently asked questions
- An NDA (non-disclosure agreement), also called a confidentiality agreement, is a legally binding contract where one or both parties agrees not to disclose specified confidential information to third parties. NDAs are used to protect business plans, trade secrets, product roadmaps, client lists, financial data, and other proprietary information shared during negotiations, vendor relationships, hiring processes, or business partnerships.
They come in two forms: a unilateral (one-way) NDA creates obligations only for the receiving party — used when only one party shares information, such as hiring a contractor or sharing investor materials. A mutual NDA creates obligations for both parties — used when both sides share sensitive information, such as in a partnership discussion, joint venture, or M&A diligence process. - Yes — NDAs are enforceable in all 50 US states when properly drafted. Federal protection for trade secrets is provided by the Defend Trade Secrets Act (DTSA, 2016), which reached its 10th anniversary in May 2026. Virtually all states have also adopted the Uniform Trade Secrets Act (UTSA).
However, enforceability has limits. Since December 7, 2022, the federal SPEAK OUT Act (Pub.L. 117-224) makes pre-dispute NDA clauses unenforceable for sexual harassment and assault claims. California (SB 331, updated 2026), Washington, and several other states go further — banning NDAs that cover any workplace discrimination or harassment. NDAs also cannot suppress reporting to government agencies, the NLRB, or any regulatory authority. - Most commercial NDAs run 1–3 years for standard confidential information. Two years is the most common term for general business discussions and partnership evaluations.
The critical exception is trade secrets. Confidentiality obligations for trade secrets should last "as long as the information remains secret" — a fixed expiration date on trade secret protection can defeat DTSA claims entirely. If your NDA covers trade secrets (source code, algorithms, formulas, customer databases), include a separate indefinite survival clause for that category rather than a single blanket term. This template includes a toggle to enable or disable trade secret survival language. - Since 2016, any NDA or employment agreement that covers trade secrets must include the DTSA whistleblower immunity notice (18 U.S.C. § 1833(b)). This notice informs the receiving party that they cannot be held liable for confidentially disclosing a trade secret to a government official or attorney to report suspected illegal activity. Without it, you permanently lose the ability to recover exemplary (double) damages and attorney's fees in a DTSA civil lawsuit — even if the misappropriation was egregious.
Two additional 2026 best practices: (1) AI tools restriction — explicitly prohibit inputting confidential information into LLMs that train on user data; (2) trade secret survival — ensure trade secret obligations do not expire at the NDA's end date. Both are included as options in this template. - No. An NDA cannot lawfully prevent someone from reporting suspected violations of law to a government agency, law enforcement, or regulatory body. Multiple laws protect this right:
DTSA (18 U.S.C. § 1833(b)): protects whistleblowers who confidentially disclose trade secrets to report illegal activity to government officials or attorneys.
NLRA Section 7: protects employees' rights to discuss wages, hours, and working conditions with coworkers.
SPEAK OUT Act (2022): makes NDA clauses covering sexual harassment and assault disputes unenforceable.
Courts consistently hold that using an NDA to conceal illegal conduct violates public policy and renders that provision unenforceable. This template includes a protected disclosures clause (Clause 6) that explicitly preserves all of these rights. - A mutual NDA (also called bilateral or two-way) creates confidentiality obligations for both parties — both can share sensitive information with the other, and both are bound to protect it. Use a mutual NDA when both parties will be exchanging proprietary information: joint ventures, M&A due diligence, co-development agreements, or any partnership discussion where both sides have something to protect.
A one-way (unilateral) NDA creates obligations only for the receiving party. The disclosing party shares information but receives no confidentiality obligation in return. Use this when only one party is sharing: hiring a vendor or contractor, sharing a business plan with an investor, disclosing product specifications to a manufacturer, or onboarding a new employee to sensitive processes.
Bonsai sends NDAs and contracts for digital signing — both parties sign in minutes, from any device, with court-admissible e-signatures.