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 federally required DTSA whistleblower notice 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. It is one of the most common business contracts there is. Research summarized by the Harvard Business Review found that over a third of the US workforce is bound by one. For a small business, an NDA is often the only thing standing between sensitive information and a competitor, which is why it needs to be done right rather than pulled from a random template that leaves out what the law requires.
There are six templates here: 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, free and without an email, and each includes the federally required DTSA whistleblower notice and the protected-rights language that most consumer templates skip. Because an NDA sits next to hiring and contracts, this pairs with your employment contract and your data protection policy.
TL;DR
An NDA (non-disclosure or confidentiality agreement) is a contract to keep information private and use it only for a set purpose. The three types are unilateral (one-way), bilateral (mutual), and multilateral. Download six free templates as DOCX: mutual, one-way, employee, contractor, small-business, and interview. The part generic templates skip: the federally required DTSA whistleblower notice (required for contractors too) and protected-rights language so the NDA does not illegally silence harassment reports. This is general information, 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 it is misused. For it to hold up, it has to be properly scoped, supported by consideration, and compliant with the law of the relevant state, which is where the templates below are built to protect you rather than expose you.
NDAs Are Everywhere
Research summarized by the Harvard Business Review, citing a Vanderbilt Law Review study, found that over one-third of the US workforce is bound by a non-disclosure agreement. Business NDAs most often use a fixed confidentiality term, and agreements with a defined, finite term are more likely to get signed than open-ended ones. This is general information, not legal advice.
Types of NDA
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 consensus structure that 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 consumer 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.
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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 B2B: 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 (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 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 (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.
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.
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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.
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 required whistleblower notice.
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 (REQUIRED BY LAW)
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 (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.
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, and a fixed period of one to five years is standard, with two years a common choice. The key distinction is between ordinary confidential information and genuine trade secrets. Ordinary information gets a fixed term; trade-secret obligations typically run for as long as the information stays secret.
Information type
Typical term
Why
Ordinary confidential information
1 to 5 years (commonly 2)
A finite term is reasonable and more likely to get signed
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
Research on business NDAs consistently finds that a defined, finite confidentiality term is both the norm and more likely to result in a signed agreement than an open-ended one. The templates split the difference correctly: a fixed term for ordinary information, with trade-secret obligations continuing for as long as the information remains a trade secret.
The Compliance Details Templates Skip
This is where a free NDA earns its keep, and where most consumer templates fall short. Four points separate a defensible small-business NDA from one that quietly fails when it matters.
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. The first case to enforce this, Xoran Holdings LLC v. Luick (E.D. Mich. 2017), held exactly that. 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: you cannot silence 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 cannot be used to stop someone from speaking about harassment or assault they experienced or witnessed before any dispute arose. 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 asked to sign a new NDA, continued employment may not be enough in some states, and a raise, bonus, or promotion may be required to make the agreement enforceable. This is a common and expensive mistake: rolling out a new confidentiality agreement to a current team without offering anything new can leave it unenforceable in those states. 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 and state laws bar using confidentiality to silence reports of harassment or unlawful conduct, and the USPTO trade secrets resources explain what a trade secret actually is.
An NDA also cannot bar an employee from filing a charge or taking part in an investigation, which the EEOC treats as protected activity. For the related question of restricting where someone can work, the non-compete agreement guide covers the separate rules that apply, and the independent contractor guide covers who counts as a contractor.
NDAs for Small Business Without a Legal Team
A large company runs NDAs through a legal department that drafts, tracks, and enforces them. A small business has an owner or a manager doing it directly, usually under time pressure, which is where the honest mistakes happen: 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 agreement into a compliance problem. Start simple, but keep those in. This is general information, not legal advice.
The single most valuable habit is sending the NDA before information is shared, not after, and keeping the signed copy somewhere retrievable. An unsigned NDA discovered after a leak protects nothing; a signed one filed with the person's record is the record you 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 harassment or unlawful conduct; the SPEAK OUT Act and state laws make such clauses unenforceable.
Set a fixed term (commonly two years) 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, or non-disclosure agreement, is a contract in which one or both parties agree to keep certain information confidential and to use it only for a defined purpose. It is also called a confidentiality agreement or, less formally, an NDA document. A typical NDA identifies the parties, defines what counts as confidential information, lists exclusions such as information that is already public, sets out the receiving party's obligations, states how long the duty lasts, and ends with signatures. Businesses use NDAs before sharing sensitive information with a potential partner, an investor, a vendor, a new employee, or a contractor. NDA agreement, nondisclosure agreement, and confidentiality agreement all describe the same type of document. A well-drafted NDA also includes the federally required whistleblower notice and respects state limits on what confidentiality can cover. This is general information, not legal advice.
What are the three types of NDA?
The three types are unilateral, bilateral, and multilateral. A unilateral, or one-way, NDA has one party disclosing information and the other receiving it, which is typical for employment, an investor pitch, or a vendor evaluation. A bilateral, or mutual, NDA has both parties disclosing and both bound to protect what they receive, which is the most common form in business deals, partnerships, and potential sales. A multilateral NDA involves three or more parties, where at least one discloses to the others, used when several organizations explore a joint venture together. Most small businesses only need the unilateral and mutual forms, and beyond that split, NDAs are often named by their use, such as an employee NDA, a contractor NDA, or an interview NDA, which are just unilateral agreements tailored to a specific situation. This is general information, not legal advice.
Is an NDA legally binding?
Yes, a properly drafted and executed NDA is a legally binding contract, but its enforceability depends on several things. The agreement needs the basic elements of any contract, including consideration, meaning each party gets something of value, and its terms must be reasonable in scope and duration. Courts are more willing to enforce an NDA that protects genuinely confidential information for a reasonable period than one that is overbroad or indefinite for ordinary information. Enforceability also depends on state law: some states void confidentiality terms that function as a hidden non-compete or that try to silence reports of harassment or discrimination, and the federal SPEAK OUT Act makes pre-dispute clauses covering sexual harassment or assault unenforceable. So an NDA is binding when it is properly scoped, supported by consideration, and compliant with the law of the relevant state. This is general information, not legal advice.
What is the difference between a mutual and a one-way NDA?
The difference is who is sharing confidential information. In a one-way, or unilateral, NDA, only one party discloses information and only the other party is bound to protect it. This fits situations where the flow of information goes in one direction, such as an employer sharing trade secrets with a new hire, or a company pitching to an investor. In a mutual, or bilateral, NDA, both parties disclose confidential information and both are bound to protect what they receive. This fits situations where information flows both ways, such as two businesses exploring a partnership, a potential acquisition, or a joint project, where each side needs to see the other's sensitive details. For a small business, the practical rule is simple: if only you are sharing, use a one-way NDA; if both sides are sharing, use a mutual NDA. This is general information, not legal advice.
How long does an NDA last?
There is no single legal answer; the term is set by the agreement, and a fixed period of one to five years is most common, with two years being a frequent choice. Research on business NDAs has found that most use a fixed-length confidentiality term rather than an indefinite one, and that agreements with a defined, finite term are more likely to get signed than open-ended ones. There is an important exception: obligations tied to genuine trade secrets often continue for as long as the information remains a trade secret, which can be indefinite, because trade-secret protection under the law lasts as long as the secret is kept. The practical approach is to set a clear fixed term for ordinary confidential information, commonly two years, while letting trade-secret obligations run for as long as the information stays secret. The templates here are built this way. This is general information, not legal advice.
Does an employee NDA need a whistleblower notice?
Yes. Under the federal Defend Trade Secrets Act, an employer must include a notice of whistleblower immunity in any agreement with an employee that governs the use of a trade secret or other confidential information, and the law defines employee broadly to include contractors and consultants. The notice tells the person they cannot be held liable under trade-secret law for confidentially disclosing a trade secret to a government official or an attorney to report or investigate a suspected violation of law, or in a court filing made under seal. The consequence of leaving it out is real: an employer that fails to include the notice cannot recover exemplary damages or attorney fees in a later trade-secret action against that person. Every employee and contractor NDA on this page includes this required notice. This is general information, not legal advice.
Can an NDA stop an employee from reporting harassment or illegal activity?
No, and trying to do so can make the clause unenforceable. The federal SPEAK OUT Act makes pre-dispute non-disclosure and non-disparagement clauses unenforceable when they cover a sexual-harassment or sexual-assault dispute. Separately, an NDA cannot lawfully stop someone from reporting a suspected violation of law to a government agency, participating in a government investigation, or exercising rights protected by law, and several states, including California under the Silenced No More Act, expressly bar NDAs that silence reports of harassment, discrimination, or retaliation. A valid NDA still protects genuine trade secrets and confidential business information; it simply cannot be used as a gag on protected speech. 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.
Can a small business write its own NDA?
Yes. A small business can use a well-built template to create a usable NDA without hiring a lawyer to draft one from scratch, which is exactly what these templates are for. The key is to start from a template that already includes the parts businesses most often get wrong: a clear definition of confidential information, sensible exclusions, a reasonable term, the federally required DTSA whistleblower notice, and protected-rights language that keeps the agreement compliant with the SPEAK OUT Act and state limits. Fill in the parties, the purpose, the term, and the governing state, and the document is ready to send. That said, NDAs interact with state law that changes, especially in California and a handful of other states, so for a high-stakes agreement, an unusual situation, or before rolling an NDA out to an existing team, it is worth having a qualified attorney review it. This is general information, not legal advice.
