Six free non-disclosure agreement templates for US small business: mutual, one-way, employee, independent contractor, a simple plain-language version, and an interview and visitor NDA. Each includes the DTSA whistleblower notice, which federal law requires in employee and contractor agreements, and protected-rights language that generic templates skip. Download as DOCX. No signup.
An NDA, or non-disclosure agreement, is the document you sign before sharing something you cannot afford to have leak: a customer list, a pricing model, a product roadmap, the details of a deal. I tell other founders to treat it as a real contract, because it only protects you if it holds up.
Below are six free templates: a mutual NDA, a one-way version, an employee NDA, an independent contractor NDA, a simple plain-language version for a small business, and an interview and visitor NDA. Each downloads as an editable Word document, with no email required.
An NDA is one of the most common business contracts there is, and for a small business it is often the only thing standing between sensitive information and a competitor. That is why every template here includes the whistleblower notice the federal Defend Trade Secrets Act (DTSA) requires in employee and contractor agreements, plus the protected-rights language most generic templates skip.
TL;DR
An NDA, or confidentiality agreement, is a contract to keep information private and use it only for a set purpose. Three types: unilateral (one-way), bilateral (mutual), and multilateral. Six free DOCX templates: mutual, one-way, employee, contractor, small-business, and interview. Each has the DTSA whistleblower notice, required for employees and contractors, plus protected-rights language against silencing harassment reports. Not legal advice.
What an NDA Is
An NDA is a contract in which one or both parties agree to keep certain information confidential and use it only for a defined purpose. Non-disclosure agreement, nondisclosure agreement, confidentiality agreement, and NDA document all describe the same thing. It is a business-side document: the party with something to protect issues it to the party who will receive the information.
Its value is preventive. A signed NDA sets expectations before information changes hands and gives you a legal basis to act if that information is misused.
For an NDA to hold up, it has to be properly scoped, supported by consideration (something of value the signer gets in return), and compliant with the law of the relevant state. The templates below are built with those three tests in mind, to protect you rather than expose you.
What an NDA is used for is narrow and repetitive in practice: hiring an employee or contractor who will see customer and pricing data, pitching an investor, evaluating a vendor, opening talks about a sale or a partnership, and walking a candidate or visitor through a room where something sensitive is on a screen. Each of those has a template below.
NDAs Are Everywhere
According to a Harvard Business Review article by Orly Lobel (January 2018), over one-third of the US workforce is bound by a non-disclosure agreement. This is general information, not legal advice.
Confidentiality Agreement vs NDA
There is no legal difference between the two names. A confidentiality agreement and a non-disclosure agreement are the same instrument, and a court reads them the same way. Which word sits on the cover page has no bearing on whether the document binds anyone who signs it.
Usage differs a little by habit. Employment lawyers tend to say confidentiality agreement for what a new hire signs, while deal and vendor paperwork tends to say NDA. Some firms reserve the longer name for documents that also cover invention ownership. What decides the outcome is the content: the definition, the exclusions, the term, and whether the required notices are actually in there.
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NDAs come in three structural types, and beyond that they are usually named by their use. The structure question is simply who is sharing information: one party, both parties, or several.
Type
Who discloses
Common use
Unilateral (one-way)
One party
Employment, investor pitch, vendor evaluation
Bilateral (mutual)
Both parties
Partnerships, a potential sale, joint projects
Multilateral
Three or more parties
Multi-company joint ventures
Employee NDA
Employer to employee
Onboarding a new hire
Contractor NDA
Company to contractor
Freelancers, consultants, 1099 work
Interview NDA
Company to candidate
Interviews, tours, outside visitors
Most small businesses only ever need the one-way and mutual forms, plus the employee and contractor versions for their team. The employee, contractor, and interview NDAs are all just one-way agreements tailored to a specific situation, which is why the templates below cover each as its own ready-to-send document.
What an NDA Includes
A complete NDA covers four groups: the parties and purpose, what is protected, the receiving party's obligations, and the legal and closing terms. The groups below are the structure strong NDAs share.
Parties and purpose
Disclosing and Receiving Party
Legal names and addresses
The Permitted Purpose
What is protected
Definition of Confidential Information
Written, oral, and electronic
Exclusions and carve-outs
Obligations
Non-use and non-disclosure
Standard of care
Need-to-know sharing
Legal and closing
DTSA whistleblower notice
Term and survival
Remedies, governing law, signatures
The section most generic templates get wrong or leave out entirely is the legal one: the DTSA whistleblower notice is federally required in any employee or contractor agreement, and protected-rights language keeps the NDA from illegally silencing reports of harassment or unlawful conduct. Every template here builds both in.
Which Template Should You Use?
Match the template to who is sharing information and who is signing. Use a one-way NDA when only you disclose, a mutual NDA when both sides do, and the employee, contractor, or interview versions for those specific people. The small-business version is the plain-language option when you want something short and fair.
Mutual (Two-Way) NDA
Both sides disclose
The standard for business-to-business deals: partnerships, a potential sale, a joint project, or evaluating a vendor. Both parties share confidential information and both are bound. The most common business NDA.
One-Way (Unilateral) NDA
One side discloses
For when only you are sharing: an investor pitch, a vendor evaluation, or handing information to a single recipient. Simpler than the mutual version, with one Disclosing and one Receiving Party.
Employee NDA
Onboarding
A confidentiality agreement for new hires, with the required DTSA whistleblower notice, protected-rights language, and a note that it is not a non-compete. The version to fold into onboarding.
Independent Contractor NDA
Freelancers and consultants
For 1099 contractors, freelancers, and consultants with access to sensitive information. Carries the DTSA notice, which the law requires for contractors too, plus work-product ownership language.
Simple Small-Business NDA
Plain language
A short, plain-English NDA for a small business that has no legal team and needs to share information quickly and fairly. All the protection, none of the dense legalese.
Interview and Visitor NDA
Candidates and guests
For a job candidate, tour visitor, or outside guest who may see confidential information during a meeting. Makes clear it is not an offer of employment.
Start With the Situation, Not the Legalese
Sharing information with another company for a deal: the Mutual NDA. Handing information to one recipient, like an investor or vendor: the One-Way NDA. Onboarding a new hire: the Employee NDA. Bringing on a freelancer or consultant: the Contractor NDA. A candidate or visitor who will see something sensitive: the Interview and Visitor NDA. Want the shortest, plainest option: the Simple Small-Business NDA. Whichever you choose, keep the DTSA notice and protected-rights language intact and confirm your state's limits.
6 Free NDA Templates
Download all six as a single set or grab individual templates. Each downloads as an editable DOCX with the sections, brackets, whistleblower notice, and protected-rights language already in place, free and with no signup. Fill in the parties, the purpose, the term, and the governing state, and it is ready to send.
Download All 6 NDA Templates
Mutual, one-way, employee, independent contractor, simple small-business, and interview NDAs. All as DOCX files in one download.
Template 1: Mutual (Two-Way) NDA
The standard business NDA for when both sides share confidential information, used in partnerships, a potential sale, or a joint project. Both parties are bound, with the full set of protections and the DTSA notice.
Mutual Non-Disclosure Agreement
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is made effective as of
_ (the "Effective Date") by and between:
[Party A legal name], a [state] [entity type], located at [address] ("Party A"), and
[Party B legal name], a [state] [entity type], located at [address] ("Party B").
Party A and Party B are each a "Party" and together the "Parties." Each Party may act
as a Disclosing Party and as a Receiving Party under this Agreement.
1. PURPOSE
The Parties wish to explore [describe the business relationship, for example a
potential partnership, sale, or joint project] (the "Permitted Purpose") and, in doing
so, may each disclose confidential information to the other. This Agreement governs how
that information is protected.
2. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by one Party to
the other, whether written, oral, electronic, or visual, that is marked confidential or
that a reasonable person would understand to be confidential given its nature and the
circumstances. It includes business plans, financials, customer and supplier lists,
pricing, product and technical information, and trade secrets.
3. EXCLUSIONS
Confidential Information does not include information that: (a) is or becomes public
through no fault of the Receiving Party; (b) was known to the Receiving Party before
disclosure; (c) is independently developed by the Receiving Party without using the
Confidential Information; or (d) is lawfully received from a third party without a duty
of confidentiality.
4. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party will: (a) use the Confidential Information only for the Permitted
Purpose; (b) protect it with at least the same care it uses for its own confidential
information, and no less than reasonable care; and (c) disclose it only to its
employees, contractors, and advisors who need it for the Permitted Purpose and are
bound by confidentiality obligations at least as protective as these.
5. LEGALLY REQUIRED DISCLOSURE
If the Receiving Party is legally compelled to disclose Confidential Information, it may
do so, but only to the extent required, and it will give the Disclosing Party prompt
written notice (where legally permitted) so the Disclosing Party can seek protection.
6. DTSA WHISTLEBLOWER IMMUNITY NOTICE
Notice under the Defend Trade Secrets Act, 18 U.S.C. Section 1833(b): An individual
shall not be held criminally or civilly liable under any federal or state trade secret
law for the disclosure of a trade secret that (a) is made (i) in confidence to a
federal, state, or local government official, either directly or indirectly, or to an
attorney, and (ii) solely for the purpose of reporting or investigating a suspected
violation of law; or (b) is made in a complaint or other document filed in a lawsuit or
other proceeding, if such filing is made under seal. An individual who files a lawsuit
for retaliation for reporting a suspected violation of law may disclose the trade secret
to the individual's attorney and use it in the court proceeding, if any document
containing the trade secret is filed under seal and the individual does not otherwise
disclose the trade secret except by court order.
7. NO RESTRICTION ON PROTECTED DISCLOSURES
Nothing in this Agreement limits either Party or its personnel from reporting possible
violations of law to a government agency, participating in a government investigation,
or discussing conduct they reasonably believe to be unlawful, including sexual
harassment or assault, discrimination, or retaliation. This Agreement does not waive
any right that cannot be waived by law.
8. TERM AND SURVIVAL
This Agreement begins on the Effective Date and continues for [2] years, unless ended
earlier in writing. The confidentiality obligations survive for [2] years after
disclosure. Obligations regarding information that qualifies as a trade secret continue
for as long as the information remains a trade secret under applicable law.
9. RETURN OR DESTRUCTION
On written request, or when the Permitted Purpose ends, each Receiving Party will return
or destroy the Disclosing Party's Confidential Information, except for copies it must
keep by law or that are kept in routine electronic backups.
10. NO LICENSE; NO OBLIGATION
No license or ownership right is granted by this Agreement. Nothing here obligates
either Party to enter into any further agreement or transaction.
11. REMEDIES
The Parties agree that a breach may cause harm that money alone cannot fix, and that the
Disclosing Party may seek injunctive relief in addition to any other remedy available at
law, without waiving the right to damages.
12. GENERAL
Governing law: [state], without regard to conflict-of-law rules. This Agreement is the
entire agreement on this subject and replaces prior discussions. It may be amended only
in writing signed by both Parties. If any part is unenforceable, the rest remains in
effect. Neither Party may assign this Agreement without the other's written consent.
13. SIGNATURES
PARTY A
Signature: __ Name: __
Title: __ Date: _
PARTY B
Signature: __ Name: __
Title: __ Date: _
DISCLAIMER: This is a sample template for general information only and is not legal
advice. NDA enforceability varies by state, and some states limit confidentiality and
non-disparagement terms. Have a qualified attorney review before use.
Template 2: One-Way (Unilateral) NDA
For when only you are sharing information, such as an investor pitch or a vendor evaluation. Simpler than the mutual version, with one Disclosing and one Receiving Party.
One-Way (Unilateral) Non-Disclosure Agreement
ONE-WAY NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (the "Agreement") is made effective as of _
(the "Effective Date") by and between:
[Disclosing Party legal name], located at [address] (the "Disclosing Party"), and
[Receiving Party legal name], located at [address] (the "Receiving Party").
Only the Disclosing Party will share Confidential Information under this Agreement.
1. PURPOSE
The Disclosing Party will share confidential information with the Receiving Party for
[describe the purpose, for example evaluating a business opportunity, a vendor pitch, or
an investment] (the "Permitted Purpose").
2. CONFIDENTIAL INFORMATION
"Confidential Information" means non-public information the Disclosing Party shares,
whether written, oral, electronic, or visual, that is marked confidential or that a
reasonable person would treat as confidential, including business plans, financials,
customer information, pricing, technical and product information, and trade secrets.
3. EXCLUSIONS
Confidential Information does not include information that is or becomes public through
no fault of the Receiving Party, was known to the Receiving Party before disclosure, is
independently developed without use of the Confidential Information, or is lawfully
received from a third party without a duty of confidentiality.
4. OBLIGATIONS
The Receiving Party will use the Confidential Information only for the Permitted Purpose,
protect it with at least reasonable care, and share it only with personnel and advisors
who need it and are bound by similar confidentiality obligations.
5. DTSA WHISTLEBLOWER IMMUNITY NOTICE
Notice under the Defend Trade Secrets Act, 18 U.S.C. Section 1833(b): An individual
shall not be held criminally or civilly liable under any federal or state trade secret
law for the disclosure of a trade secret that (a) is made (i) in confidence to a
federal, state, or local government official, either directly or indirectly, or to an
attorney, and (ii) solely for the purpose of reporting or investigating a suspected
violation of law; or (b) is made in a complaint or other document filed in a lawsuit or
other proceeding, if such filing is made under seal.
6. PROTECTED DISCLOSURES
Nothing in this Agreement limits the Receiving Party from reporting possible violations
of law to a government agency, participating in a government investigation, or discussing
conduct reasonably believed to be unlawful, including sexual harassment or assault,
discrimination, or retaliation.
7. TERM AND SURVIVAL
This Agreement is effective on the Effective Date and continues for [2] years.
Confidentiality obligations survive for [2] years after disclosure. Trade-secret
obligations continue for as long as the information remains a trade secret.
8. RETURN OR DESTRUCTION; REMEDIES; GENERAL
On request or when the Permitted Purpose ends, the Receiving Party will return or
destroy the Confidential Information. A breach may cause harm money alone cannot fix, and
the Disclosing Party may seek injunctive relief plus any other remedy. Governing law:
[state]. This is the entire agreement, may be amended only in writing, and if any part
is unenforceable the rest remains in effect.
9. SIGNATURES
DISCLOSING PARTY
Signature: __ Name: __
Title: __ Date: _
RECEIVING PARTY
Signature: __ Name: __
Title: __ Date: _
DISCLAIMER: This is a sample template for general information only and is not legal
advice. Confirm state-law limits before use and have counsel review.
Template 3: Employee NDA
A confidentiality agreement for new hires, with the required DTSA whistleblower notice, protected-rights language, an invention-ownership note, and a statement that it is not a non-compete.
Employee Non-Disclosure and Confidentiality Agreement
EMPLOYEE CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Agreement is entered into as of _ between [Company legal name] (the
"Company") and [Employee name] (the "Employee").
1. PURPOSE
In the course of employment, the Employee will have access to the Company's confidential
and proprietary information. The Employee agrees to protect that information during and
after employment. This Agreement does not change the at-will nature of employment.
2. CONFIDENTIAL INFORMATION
"Confidential Information" means non-public information the Employee learns through
employment, including customer and prospect lists, pricing, financials, business and
marketing plans, methods and processes, software and technical information, personnel
information, and trade secrets, in any form.
3. EXCLUSIONS
Confidential Information does not include information that is or becomes public through
no fault of the Employee, was lawfully known to the Employee before employment, or is
lawfully obtained from a third party without a duty of confidentiality.
4. EMPLOYEE OBLIGATIONS
During and after employment, the Employee will: (a) keep Confidential Information
strictly confidential; (b) use it only to perform job duties for the Company; (c) not
disclose it to anyone outside the Company without authorization; and (d) return all
Company materials, devices, and copies on request or when employment ends.
5. OWNERSHIP OF WORK
Work product, inventions, and materials the Employee creates within the scope of
employment belong to the Company to the extent allowed by applicable state law. [Some
states, such as California, limit assignment of inventions developed entirely on the
Employee's own time without Company resources. Confirm your state's rule.]
6. DTSA WHISTLEBLOWER IMMUNITY NOTICE (REQUIRED)
Notice under the Defend Trade Secrets Act, 18 U.S.C. Section 1833(b): An individual
shall not be held criminally or civilly liable under any federal or state trade secret
law for the disclosure of a trade secret that (a) is made (i) in confidence to a
federal, state, or local government official, either directly or indirectly, or to an
attorney, and (ii) solely for the purpose of reporting or investigating a suspected
violation of law; or (b) is made in a complaint or other document filed in a lawsuit or
other proceeding, if such filing is made under seal. An individual who files a lawsuit
for retaliation for reporting a suspected violation of law may disclose the trade secret
to the individual's attorney and use it in the court proceeding, if any filing
containing the trade secret is made under seal and the trade secret is not otherwise
disclosed except by court order.
7. PROTECTED RIGHTS
Nothing in this Agreement limits the Employee from reporting possible violations of law
to a government agency, filing a charge or participating in an investigation with an
agency such as the EEOC or NLRB, discussing wages or working conditions, or speaking
about conduct the Employee reasonably believes to be unlawful, including sexual
harassment or assault, discrimination, or retaliation. This Agreement does not waive any
right that cannot be waived by law.
8. NO RESTRAINT ON LAWFUL WORK
This Agreement protects Confidential Information and trade secrets. It is not a
non-compete and does not prevent the Employee from working elsewhere after employment,
except as separately agreed and permitted by applicable state law.
9. TERM AND REMEDIES
Confidentiality obligations continue after employment ends. Trade-secret obligations
continue for as long as the information remains a trade secret. A breach may cause harm
money alone cannot fix, and the Company may seek injunctive relief in addition to other
remedies.
10. ACKNOWLEDGMENT AND SIGNATURES
The Employee has read and understood this Agreement and received the whistleblower
notice above.
EMPLOYEE
Signature: __ Name: __ Date: _
COMPANY
Signature: __ Name: __ Title: _
DISCLAIMER: This is a sample template for general information only and is not legal
advice. Employee NDAs interact with state limits on non-competes, invention assignment,
and protected speech, and continued employment may not be sufficient consideration in
some states. Have a qualified employment attorney review before use.
Template 4: Independent Contractor NDA
For freelancers, consultants, and 1099 contractors with access to sensitive information. Carries the DTSA notice, which the law requires for contractors too, plus work-product ownership language.
Independent Contractor Non-Disclosure Agreement
INDEPENDENT CONTRACTOR NON-DISCLOSURE AGREEMENT
This Agreement is entered into as of _ between [Company legal name] (the
"Company") and [Contractor legal name] (the "Contractor").
1. PURPOSE
In performing services for the Company, the Contractor will have access to confidential
information. The Contractor agrees to protect that information during and after the
engagement. This Agreement does not create an employment relationship; the Contractor
remains an independent contractor.
2. CONFIDENTIAL INFORMATION
"Confidential Information" means non-public information the Contractor receives or
develops in connection with the services, including customer information, pricing,
financials, business plans, technical and product information, and trade secrets, in any
form.
3. EXCLUSIONS
Confidential Information does not include information that is or becomes public through
no fault of the Contractor, was known to the Contractor before the engagement, is
independently developed without use of the Confidential Information, or is lawfully
received from a third party without a duty of confidentiality.
4. CONTRACTOR OBLIGATIONS
The Contractor will use the Confidential Information only to perform the services, keep
it confidential, not disclose it without authorization, and return or destroy all
materials and copies on request or when the engagement ends. The Contractor will ensure
any of its own staff with access are bound by equivalent obligations.
5. OWNERSHIP OF WORK PRODUCT
Unless a separate written agreement says otherwise, work product created for the Company
under the engagement is owned by the Company, and the Contractor assigns such rights to
the Company to the extent allowed by law. [Confirm ownership and assignment terms in the
underlying services or contractor agreement.]
6. DTSA WHISTLEBLOWER IMMUNITY NOTICE (REQUIRED)
The Defend Trade Secrets Act defines "employee" to include an individual performing work
as a contractor or consultant, so this notice is required here as well. Notice under 18
U.S.C. Section 1833(b): An individual shall not be held criminally or civilly liable
under any federal or state trade secret law for the disclosure of a trade secret that
(a) is made (i) in confidence to a federal, state, or local government official, either
directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting
or investigating a suspected violation of law; or (b) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal. An
individual who files a lawsuit for retaliation for reporting a suspected violation of
law may disclose the trade secret to the individual's attorney and use it in the court
proceeding, if any document containing the trade secret is filed under seal and the
individual does not otherwise disclose the trade secret except by court order.
7. PROTECTED DISCLOSURES
Nothing in this Agreement limits the Contractor from reporting possible violations of
law to a government agency, participating in a government investigation, or discussing
conduct reasonably believed to be unlawful, including sexual harassment or assault,
discrimination, or retaliation.
8. TERM AND REMEDIES
Confidentiality obligations survive the end of the engagement. Trade-secret obligations
continue for as long as the information remains a trade secret. A breach may cause harm
money alone cannot fix, and the Company may seek injunctive relief in addition to other
remedies. Governing law: [state].
9. SIGNATURES
CONTRACTOR
Signature: __ Name: __ Date: _
COMPANY
Signature: __ Name: __ Title: _
DISCLAIMER: This is a sample template for general information only and is not legal
advice. Contractor NDAs should align with the underlying services agreement and state
law. Have a qualified attorney review before use.
Template 5: Simple Small-Business NDA
A short, plain-English NDA for a small business with no legal team, giving clear and fair protection without dense legalese. All the essentials, including the DTSA whistleblower notice, which federal law requires when the other party is an employee or contractor.
Simple NDA for Small Business (Plain Language)
SIMPLE NON-DISCLOSURE AGREEMENT (SMALL BUSINESS)
This short Agreement is between [Your business name] ("we" or "us") and
__ ("you"), effective _.
A plain-language NDA for a small business that needs to share sensitive information with
a person or company and wants clear, fair protection without a long legal document.
WHAT THIS COVERS
"Confidential Information" is any non-public information we share with you, or you share
with us, that is marked confidential or that a reasonable person would treat as private,
such as customer lists, pricing, financials, plans, and know-how. It does not include
information that is already public, that you already knew, or that you get properly from
someone else.
WHAT YOU AGREE TO
You will use the Confidential Information only for [state the reason, for example this
project or this discussion], keep it private, and not share it with anyone who does not
need it. When we ask, or when the work is done, you will return or delete it.
WHISTLEBLOWER NOTICE
Under the Defend Trade Secrets Act, 18 U.S.C. Section 1833(b), you cannot be held liable
under trade secret law for disclosing a trade secret (a) in confidence to a government
official or an attorney solely to report or investigate a suspected violation of law, or
(b) in a court filing made under seal. You may also use trade secret information in a
lawsuit about retaliation for reporting a suspected legal violation, if it is filed under
seal and not otherwise disclosed except by court order.
YOUR PROTECTED RIGHTS
Nothing here stops you from reporting something you believe is illegal to a government
agency, taking part in a government investigation, or talking about conduct you
reasonably believe is unlawful, including harassment, assault, discrimination, or
retaliation.
HOW LONG IT LASTS
This Agreement lasts [2] years, and the duty to keep information confidential lasts [2]
years after it is shared. For trade secrets, the duty lasts as long as the information
stays a trade secret.
THE BASICS
If there is a breach, we can ask a court to stop it, in addition to any other remedy.
This is governed by the laws of [state]. It is the whole agreement between us on this
topic and can only be changed in writing.
SIGNATURES
YOU
Signature: __ Name: __ Date: _
US
Signature: __ Name: __ Title: _
DISCLAIMER: This is a sample template for general information only and is not legal
advice. Confirm your state's rules, especially limits on confidentiality and
non-disparagement terms, and have a professional review before use.
Template 6: Interview and Visitor NDA
For a job candidate, tour visitor, or outside guest who may see confidential information during a meeting, with a clear statement that it is not an offer of employment.
Job Interview and Visitor NDA
JOB INTERVIEW AND VISITOR NON-DISCLOSURE AGREEMENT
This Agreement is between [Company legal name] (the "Company") and __
(the "Recipient"), effective _. Use it when a job candidate, visitor, or
other outside person may see confidential information during an interview, tour, or
meeting.
1. PURPOSE
During [an interview / a site visit / a meeting], the Recipient may see or hear
confidential information. This Agreement protects that information. It does not create an
offer of employment or any other relationship.
2. CONFIDENTIAL INFORMATION
"Confidential Information" means non-public information the Recipient sees or learns,
including products, processes, financials, customer information, plans, technology, and
trade secrets, in any form.
3. OBLIGATIONS
The Recipient will keep the Confidential Information private, use it only to evaluate
[the opportunity / the purpose of the visit], and not copy, record, or share it without
written permission. This does not apply to information that is already public or that the
Recipient already lawfully knew.
4. DTSA WHISTLEBLOWER IMMUNITY NOTICE
Notice under the Defend Trade Secrets Act, 18 U.S.C. Section 1833(b): An individual shall
not be held criminally or civilly liable under any federal or state trade secret law for
the disclosure of a trade secret that (a) is made (i) in confidence to a federal, state,
or local government official, either directly or indirectly, or to an attorney, and (ii)
solely for the purpose of reporting or investigating a suspected violation of law; or (b)
is made in a complaint or other document filed in a lawsuit or other proceeding, if such
filing is made under seal.
5. PROTECTED DISCLOSURES
Nothing in this Agreement limits the Recipient from reporting possible violations of law
to a government agency, participating in a government investigation, or discussing conduct
reasonably believed to be unlawful, including sexual harassment or assault,
discrimination, or retaliation.
6. TERM AND REMEDIES
The duty to keep the Confidential Information private lasts [2] years, and trade-secret
obligations continue for as long as the information remains a trade secret. A breach may
cause harm money alone cannot fix, and the Company may seek injunctive relief in addition
to other remedies. Governing law: [state].
7. SIGNATURES
RECIPIENT
Signature: __ Name: __ Date: _
COMPANY
Signature: __ Name: __ Title: _
DISCLAIMER: This is a sample template for general information only and is not legal
advice. Have a qualified attorney review before use.
How Long Should an NDA Last?
The term is set by the agreement, not by law. According to Cornell's Legal Information Institute, an NDA can run indefinitely or include a duration clause with an end date, and many carry such time limits. The key distinction is between ordinary confidential information and genuine trade secrets. Ordinary information gets a fixed term; trade-secret duties run while the information stays secret.
Information type
Typical term
Why
Ordinary confidential information
A fixed term set by the parties
A defined end date keeps the duty clear and reasonable
Trade secrets
As long as it stays secret
Trade-secret protection lasts while the secret is kept
Agreement itself
Set an end date
Defines when new disclosures stop being covered
The trade-secret exception follows the law itself. According to the U.S. Patent and Trademark Office (USPTO), information stays a trade secret only while it has value because it is not generally known and its owner makes reasonable efforts to keep it secret. As long as those conditions hold, there is no limit on how long it is protected.
Four of the templates split the difference: the mutual, one-way, small-business, and interview NDAs set a two-year term for ordinary information (in brackets, so you can change it), and trade-secret obligations continue for as long as the information remains a trade secret. The employee and contractor NDAs keep ordinary confidentiality running after the relationship ends, so add an end date there if you want one.
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Four details separate a defensible small-business NDA from one that quietly fails when it matters: the DTSA whistleblower notice, the SPEAK OUT Act, state limits, and consideration. This is where a free NDA earns its keep, and where most generic templates fall short.
DTSA: the whistleblower notice most templates skip
The federal Defend Trade Secrets Act requires employers to include a whistleblower-immunity notice in any agreement with an employee, contractor, or consultant that governs the use of a trade secret or confidential information. The consequence of leaving it out is concrete: an employer that fails to provide the notice cannot recover exemplary (punitive) damages or attorney fees in a later trade-secret suit against that person. In Xoran Holdings LLC v. Luick (E.D. Mich. 2017), a federal court applied exactly that rule to an employer whose agreement left the notice out. Every template on this page includes the notice, and the law defines employee broadly to cover contractors and consultants, which is why the contractor NDA carries it too. This is general information, not legal advice.
SPEAK OUT Act: pre-dispute NDAs cannot silence sexual harassment claims
The federal SPEAK OUT Act, effective December 2022, makes pre-dispute non-disclosure and non-disparagement clauses judicially unenforceable when they cover a sexual-harassment or sexual-assault dispute. In practice, an NDA signed before any dispute arose cannot be enforced to stop someone from speaking about alleged sexual harassment or sexual assault. The Act expressly preserves an employer's ability to protect genuine trade secrets and proprietary information, so a properly scoped NDA is still valid. The templates here include protected-rights language so the confidentiality obligation does not reach conduct the law protects. This is general information, not legal advice.
State limits: California and a growing list of others
State law can override NDA terms. California Business and Professions Code Section 16600 voids restraints on lawful work, so an overbroad NDA that functions as a hidden non-compete can be struck down, and the Silenced No More Act bars NDAs that prevent discussing harassment, discrimination, or retaliation. California Labor Code Section 925 blocks forcing a California employee into another state's law or courts. Minnesota, Washington, New York, New Jersey, and Illinois have their own restrictions. Apply the law of the state where the worker actually works, and re-check it, because these laws change. This is general information, not legal advice.
Consideration: a signature is not always enough
For an NDA to bind, the person must get something of value in return, called consideration. For a brand-new hire, the job itself is the consideration. For an existing employee, some states do not accept continued employment alone when a new agreement restricts later work: the South Carolina Supreme Court, in Poole v. Incentives Unlimited (2001), required separate consideration for a non-compete signed after employment began. An NDA that also carries non-compete terms is the most exposed, so pairing a mid-employment rollout with something new, such as a raise or bonus, is the safer course. Confirm your state's rule before asking existing staff to sign. This is general information, not legal advice.
The Whistleblower Notice Is Not Optional
Under the Defend Trade Secrets Act (18 U.S.C. Section 1833(b)), an employer must include a whistleblower-immunity notice in any employee or contractor agreement governing trade secrets or confidential information. Leave it out and you forfeit exemplary damages and attorney fees in a later trade-secret suit. Every template here includes it. This is general information, not legal advice.
The other recurring theme is what an NDA cannot do. The SPEAK OUT Act makes pre-dispute non-disclosure and non-disparagement clauses unenforceable in sexual harassment and sexual assault disputes, and state laws such as California Government Code Section 12964.5 reach further, covering harassment, discrimination, and any other conduct an employee reasonably believes is unlawful.
An NDA also cannot bar an employee from filing a charge (a formal discrimination complaint) or taking part in an investigation, which the Equal Employment Opportunity Commission (EEOC) treats as protected activity.
Genuine trade secrets are a different matter, because an NDA can still protect them. According to the USPTO trade secrets resources, the Defend Trade Secrets Act of 2016 gives trade secret owners a federal civil claim for misappropriation (the improper taking, use, or sharing of a secret) while leaving state trade secret law in place.
NDAs for Small Business Without a Legal Team
A large company runs NDAs through a legal department that drafts, tracks, and enforces them. In a small business, an owner or a manager does it directly, usually under time pressure.
Honest mistakes happen under that pressure: a template that omits the whistleblower notice, an overbroad term that a court will not enforce, or a confidentiality clause that accidentally reaches protected speech. The templates are built to prevent exactly these.
Keep It Simple, but Keep the Legal Parts
A small business does not need a ten-page NDA to protect information well. A clear definition, sensible exclusions, a reasonable term, and signatures cover most of it, which is what the simple small-business template gives you. The parts you cannot simplify away are the federally required DTSA whistleblower notice and the protected-rights language, because leaving them out is what turns an ordinary employee or contractor NDA into a compliance problem. Start simple, but keep those in. This is general information, not legal advice.
Getting the NDA signed before information is shared, not after, is the habit that matters most. An NDA that is still unsigned when a leak happens protects nothing, while a signed copy filed with the person's record is one you can rely on.
Send, Sign, and Store
An NDA delivers its value when it is signed before information changes hands and stored where you can find it. That means picking the right template, sending it for signature at the right moment, keeping the executed copy, and re-checking state terms as laws change.
Pick and fill the template
Choose mutual, one-way, employee, contractor, small-business, or interview, then fill in the parties, purpose, term, and governing state.
E-sign at the right moment
Send the NDA for signature before information is shared, for a new hire during onboarding, and for a contractor at the start of the engagement.
Store the signed copy
Keep the executed NDA with the person's record, so a signed agreement is a lookup rather than a search through email when it matters.
Re-check state terms
Confirm the whistleblower notice, protected-rights language, and any state carve-outs are current for the state where the person works.
The templates above work on their own. To run NDAs without chasing signatures through email, FirstHR sends the agreement for e-signature during onboarding, the same flow it uses for the employee handbook, captures the signed copy against the employee or contractor profile, and stores executed NDAs in one place you can retrieve.
FirstHR is an onboarding and HR platform, not a law firm: it does not draft your NDA, decide whether a clause is enforceable in your state, or provide legal advice, so pair it with a qualified attorney for the compliance calls. Applicant tracking is coming soon to FirstHR.
Key Takeaways
An NDA is a contract to keep information confidential and use it only for a set purpose; the three structural types are unilateral, bilateral, and multilateral.
Use a one-way NDA when only you disclose, a mutual NDA when both sides do, and tailored versions for employees, contractors, and interviews.
The federally required DTSA whistleblower notice must appear in any employee or contractor NDA; leaving it out forfeits exemplary damages and attorney fees.
An NDA cannot silence reports of sexual harassment or other unlawful conduct; the SPEAK OUT Act makes pre-dispute clauses unenforceable in sexual harassment and assault disputes, and state laws reach further.
Set a clear term for ordinary information, with trade-secret obligations lasting as long as the information stays secret.
Send the NDA before information is shared, keep the signed copy, and confirm state limits, especially in California. This is general information, not legal advice.
Frequently Asked Questions
What is an NDA agreement?
An NDA agreement is a contract that commits one side, or both, to keep specific information private and to use it only for the purpose the parties agreed on. NDA stands for non-disclosure agreement, and the same document also goes by nondisclosure agreement, confidentiality agreement, or, informally, NDA document; the name does not change what it does. Most NDAs follow one outline: who the parties are, what counts as confidential, what falls outside that definition (public information, for example), what the recipient has to do, how long the duty runs, and where everyone signs. Companies typically send one before opening up sensitive material to a possible partner, an investor, a vendor, a new hire, or a contractor. When the signer is an employee or a contractor, a sound NDA also carries the whistleblower notice federal law requires and stays inside the limits states put on confidentiality. This is general information, not legal advice.
What are the three types of NDA?
The three types are unilateral, bilateral, and multilateral, and what separates them is how many parties share information. In a unilateral, or one-way, NDA, a single party discloses and the other receives and must protect what it gets; this is the usual fit for employment, investor pitches, and vendor evaluations. In a bilateral, or mutual, NDA, each side discloses and each side is bound, which makes it the form business deals, partnerships, and possible sales use most often. A multilateral NDA brings in three or more parties, with at least one of them disclosing to the rest, and it suits a joint venture that several organizations are exploring together. A small business rarely needs anything beyond mutual and one-way NDAs. Labels such as employee NDA, contractor NDA, or interview NDA describe how the agreement is used rather than a separate type; each is a one-way agreement adapted to one particular situation. This is general information, not legal advice.
Is an NDA legally binding?
Yes. An NDA that is carefully drafted and properly signed is a legally binding contract, although whether a court will actually enforce it turns on a few conditions. Like any contract, it needs consideration, which means each side receives something of value, and its scope and length have to be reasonable. Judges are more willing to uphold an agreement that guards truly confidential information for a sensible period than one that sweeps in ordinary information too broadly or with no end date. State law matters as well. Some states void confidentiality terms that work as a disguised non-compete or that aim to keep people quiet about harassment or discrimination, and the federal SPEAK OUT Act renders pre-dispute clauses covering sexual harassment or sexual assault unenforceable. In short, expect an NDA to hold when its reach is reasonable, the signer got something in return, and it follows the rules of the state whose law applies. This is general information, not legal advice.
What is the difference between a mutual and a one-way NDA?
The difference comes down to which side hands over confidential information. A one-way, or unilateral, NDA has a single disclosing party, and only the recipient takes on the duty to keep that information private. It suits a relationship where information moves in one direction, such as an employer giving a new hire access to trade secrets or a company presenting to an investor. A mutual, or bilateral, NDA has each party disclosing and each party obligated to protect whatever it receives. It suits a relationship where information moves both ways, such as two businesses weighing a partnership, a possible acquisition, or a joint project in which each needs a look at the other's sensitive details. For a small business, the rule of thumb is short: when only you are sharing, choose one-way; when both sides are sharing, choose mutual. This is general information, not legal advice.
How long does an NDA last?
It depends on the agreement, because the law sets no standard length. The parties can let an NDA run with no end date or write in a duration clause, and a time limit is a common choice for everyday business information such as pricing, plans, or customer data. Trade secrets are the big exception. A trade secret has no fixed legal expiry: it stays protected while its value still comes from not being generally known and its owner keeps guarding it with reasonable steps, so an NDA can make the duty last exactly as long as the secret does. A sensible setup pairs a defined end date for ordinary information with an open-ended duty for real trade secrets. In the templates on this page, the mutual, one-way, small-business, and interview versions carry a two-year placeholder for ordinary information, while the employee and contractor versions set no end date for it, so that duty continues once the job or engagement is over. This is general information, not legal advice.
Does an employee NDA need a whistleblower notice?
Yes. The federal Defend Trade Secrets Act directs employers to give notice of whistleblower immunity in every employee agreement that controls how trade secrets or other confidential information may be used, and for this rule the statute counts contractors and consultants as employees. The notice explains that a person cannot be held liable under trade-secret law for sharing a trade secret in confidence with a government official or a lawyer in order to report or look into a suspected legal violation, or for including it in a court filing made under seal. Leaving the notice out has a price: if the employer later sues that person over a trade secret, the court cannot award it exemplary damages or attorney fees. The employee and contractor NDAs on this page already contain the notice. This is general information, not legal advice.
Can an NDA stop an employee from reporting harassment or illegal activity?
No, and a clause that tries can end up unenforceable. Under the federal SPEAK OUT Act, a non-disclosure or non-disparagement clause agreed to before any dispute existed cannot be enforced in a dispute over sexual harassment or sexual assault. Beyond that, no NDA can lawfully prevent a person from reporting a suspected legal violation to a government agency, cooperating with a government investigation, or exercising other rights the law protects. Several states go further with express bans; California's Silenced No More Act, for one, bars NDAs that silence reports of harassment, discrimination, or retaliation. None of this stops an NDA from protecting real trade secrets and confidential business information. It only means the agreement cannot serve as a gag on speech the law protects, which is why the templates here carry protected-rights wording that keeps the confidentiality duty away from protected conduct. This is general information, not legal advice.
Can a small business write its own NDA?
Yes. With a solid template, a small business can put together a working NDA on its own instead of paying a lawyer to write one from a blank page, and that is the job these templates are built to do. What matters is a starting point that already handles the details businesses tend to miss: a precise definition of confidential information, reasonable exclusions, a sensible term, the DTSA whistleblower notice that employee and contractor agreements must carry, and protected-rights wording that keeps the agreement in line with the SPEAK OUT Act and state limits. Add the names of the parties, the reason for the disclosure, the length of the term, and the state whose law governs, and you can send it. State rules on NDAs do shift, particularly in California and a few other states, so a review by a qualified attorney is worth it for a high-stakes deal, an unusual situation, or a rollout to employees you already have. This is general information, not legal advice.
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