Free Startup NDA
Template
A non-disclosure agreement built for early-stage companies — investor due diligence, co-founder discussions, contractor onboarding and pre-launch hiring. Includes equity and fundraising info protection, IP ownership clarification and AI tools prohibition.
- No signup required
- Free forever
- Reviewed June 2026
- Investor & co-founder ready
Branding (optional)
1 — Startup (Disclosing Party)
2 — Counterparty (Receiving Party)
3 — Purpose & Term
PDF: choose "Save as PDF" in the dialog that opens.
Startup Non-Disclosure Agreement
Effective Date: enter date above
1. Parties
Disclosing Party (Startup): Startup name
Receiving Party: Counterparty name
2. Permitted Purpose
Information may only be used for: the Purpose.
3–9. Standard Clauses
Confidential information definition · Standard exclusions · Obligations · Equity & fundraising protection · AI tools prohibition · IP ownership clarification · Return of materials · Remedies
10. Governing Law
Term: 2 years
Governing law: governing jurisdiction.
Disclosing Party (Startup)
Signature
Print name: _______________
Title: _______________
On behalf of: _______________
Date: _________________
Receiving Party
Signature
Print name: _______________
Date: _________________
Template preview
Parties
1. Agreement Parties
This Non-Disclosure Agreement ("Agreement") is entered into as of [Date] between [Startup Name], represented by [Founder Name] ("Disclosing Party"), and [Counterparty Name] ("Receiving Party"). The Disclosing Party operates an early-stage business and will share confidential information with the Receiving Party solely for the Permitted Purpose.
Confidential Information
2. Definition of Confidential Information
"Confidential Information" means all non-public information disclosed by the Disclosing Party in any form — written, oral, electronic, or visual — that is marked "Confidential" or that a reasonable person would understand to be confidential, including but not limited to: product concepts, source code, technical architecture, algorithms, user research and data, pitch deck contents, financial projections, cap table and equity structure, fundraising terms and investor names, business model, customer and pipeline data, and strategic roadmap.
Exclusions
3. Standard Exclusions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was known to the Receiving Party before disclosure and is evidenced by their records; (c) was independently developed by the Receiving Party without reference to the Confidential Information; or (d) is required to be disclosed by law, court order or regulatory authority, provided the Receiving Party gives prior written notice to the Disclosing Party where permitted by law.
Equity & Fundraising Protection
4. Equity, Cap Table and Fundraising Information
Without limiting Section 2, the Receiving Party agrees that any information relating to the Startup's cap table, equity structure, valuation, funding rounds, investor names, term sheet contents, financial projections and fundraising strategy constitutes Confidential Information under this Agreement. The Receiving Party may not disclose, discuss or reference this information with any third party, including other investors, advisors or competitors, without prior written consent from the Disclosing Party.
📄 Download the full template — includes AI tools prohibition, IP ownership clarification, return of materials and injunctive relief.
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What's included in this template
How to use this template
Use a one-way NDA for investor meetings and contractor onboarding — mutual for co-founder discussions
This template is configured as a one-way NDA where the startup is the disclosing party and only discloses information to the counterparty. This is the correct structure for investor due diligence (you share financials and product details; the investor discloses nothing substantive), contractor onboarding (you share source code and business logic), and prospective employee interviews where you discuss the product before they join. For co-founder discussions where both parties will share their own confidential background and ideas, use a mutual NDA instead — both parties should bear equal obligations.
Define the Permitted Purpose precisely — "investment evaluation" is better than "business purposes"
The Permitted Purpose clause is the operative restriction in any NDA. It defines the only thing the receiving party is allowed to do with your confidential information. Vague purposes like "business purposes" or "evaluating a potential relationship" create loopholes — a receiving party can argue that using your product roadmap to inform their own competing product is a business purpose. Be specific: "evaluating a potential Series A investment in the Startup" or "performing backend engineering services for the Startup's mobile app under a separate service agreement." The more specific the purpose, the narrower the permitted use.
Protect your cap table and fundraising terms — most generic NDA templates miss this
Cap table data, valuation, investor names, and fundraising terms are among the most sensitive information a startup possesses. A generic NDA's definition of "confidential information" may not clearly cover this category — or a receiving party may argue that valuation data is not a "trade secret" in the traditional sense. This template includes a dedicated clause making equity and fundraising information explicitly confidential, so there is no ambiguity. Do not share your cap table, pitch deck financials, or term sheet contents with any counterparty before this NDA is signed and in place.
The NDA protects confidentiality — sign a separate IP assignment if a contractor or co-founder will build your product
An NDA does not assign intellectual property to your startup. If a contractor, freelancer or co-founder will be creating code, designs, written content or other work product for your startup, you need an IP Assignment Agreement (or an IP assignment clause in your service contract) in addition to the NDA. Without an IP assignment, the creator of that work may own the copyright, even if they signed an NDA. Get both documents signed before any work begins. For fast e-signature on both documents, use Bonsai — it handles e-signatures and contract storage in one place.
Frequently asked questions
- A startup NDA is a confidentiality agreement used by early-stage companies to protect sensitive business information shared with investors, co-founders, contractors, advisors and prospective employees. Unlike a standard NDA, a startup NDA covers the specific confidentiality risks of a pre-revenue or pre-launch company: unpatented product ideas, source code, user research, pitch deck financials, cap table details and fundraising terms. You need one before any conversation in which you will share non-public information about your startup with someone outside the core founding team.
- It depends on the investor and the stage of discussion. Most venture capitalists and angels will decline to sign an NDA before an initial pitch — they see hundreds of deals per year and signing NDAs for each creates legal exposure for them. However, for seed-stage investors, angels and friends-and-family rounds, an NDA is appropriate and most will sign one. During due diligence — when an investor reviews your source code, cap table, financial models and user data — an NDA is strongly recommended regardless of investor type. Use a one-way NDA when only you disclose; use a mutual NDA when the investor also shares their own information.
- Use a one-way NDA when only your startup is disclosing confidential information — investor due diligence, contractor onboarding, or sharing product details with a potential partner for evaluation. Use a mutual NDA when both parties will share confidential information — for example, two startups discussing a partnership, integration or acquisition where both sides disclose their technology and business data, or when discussing a co-founder relationship where both parties share their background and ideas. This template is designed as a one-way NDA where the startup is the disclosing party, covering the most common startup scenarios.
- No — an NDA does not transfer intellectual property ownership. This startup NDA explicitly clarifies that signing the agreement does not grant the receiving party any licence, right or interest in the disclosing party's intellectual property. If a contractor or co-founder will be creating code, designs or other work product for the startup, you need a separate IP Assignment Agreement to ensure ownership vests in the startup entity. Combining IP assignment language inside an NDA can create confusion — keep them as separate documents and get both signed before any work begins.
- An NDA is the primary legal tool for protecting a startup idea before patent filing. A well-drafted NDA establishes a contractual obligation covering all non-public information shared — including unpatented technology, product concepts, source code and business models. The NDA must be signed before any disclosure, because information shared before signing has no NDA protection. For the strongest pre-patent protection: (1) get the NDA signed first; (2) mark all materials 'Confidential'; (3) keep records of what was disclosed and when; and (4) file a provisional patent application as soon as possible to establish a priority date.
- Most startup NDAs have a confidentiality term of 2–3 years. For technical IP and trade secrets that will retain commercial value beyond 3 years, a 3-year term is appropriate. For general investor discussions and short contractor engagements, 2 years is standard. You can also include a perpetual obligation for trade secrets — stating that trade secret protections continue indefinitely, regardless of the NDA's stated term. Courts in most US states will enforce a reasonable confidentiality term; excessively long terms (7+ years) may be challenged as unreasonably broad.
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