This free Non-Disclosure Agreement (NDA) template is a ready-to-use document you can fill in, export and send today. Standard confidentiality agreement layout to protect proprietary business data, trade secrets, and assets. Use it to agree scope, money and ownership in writing before the work starts, so a disagreement in month six has an answer. Every field is editable, the preview updates as you type, and the finished file downloads as PDF or Word with no watermark and no sign-up.
Mutual versus one-way NDAs, and what they cannot protect
A one-way (unilateral) NDA protects information flowing in one direction, typical when you disclose to a contractor or investor. A mutual NDA protects both sides and suits partnerships, joint ventures or merger talks where each party shares secrets. Pick the mutual version whenever both parties will reveal something sensitive; it is usually easier to negotiate because the obligations are symmetrical.
An NDA cannot lock up information that is already public, that the recipient already knew, that they develop independently, or that they are legally compelled to disclose, for example by a court or regulator. Good templates carve out these standard exceptions; a clause claiming to cover them anyway tends to be read narrowly. Term length is a business choice: two to five years is common for commercial secrets, while genuine trade secrets are sometimes protected for as long as they stay secret.
In India, NDAs are generally enforceable as contracts, but courts weigh them against the rule that agreements in restraint of trade are void, so an overly broad clause that effectively stops someone earning a living may not hold. Enforceability varies by jurisdiction and by how the clause is drafted, so treat this as general information and have a lawyer tailor terms to your situation.
Who this Non-Disclosure Agreement (NDA) template is for
- Freelancers and agencies engaging clients
- Small businesses onboarding vendors or contractors
- Anyone who has been burned by scope creep or a late payment
What's included in this Non-Disclosure Agreement (NDA) template
- Party a name
- Party a company
- Party a address
- Party b name
- Party b company
- Party b address
- Effective date
- Purpose of agreement
- Confidential information
- Exclusions
- Agreement duration
- Obligations
- Permitted disclosures
- Governing law
- Party a signature
- Party b signature
How to use this Non-Disclosure Agreement (NDA) template
- 1Name both parties by their full legal entity, not a trading name.
- 2List deliverables as nouns, then list what is explicitly out of scope.
- 3Set the fee, the payment schedule, and what happens when a payment is late.
- 4Say when intellectual property transfers — on final payment, not on delivery.
- 5Both parties sign and date, and each keeps a signed PDF.
Non-Disclosure Agreement (NDA): mistakes to avoid
- The out-of-scope paragraph is the most valuable one in the document.
- Tie your deadlines to the client's inputs: "within 10 business days of receiving brand assets".
- Ask for portfolio rights explicitly. Clients rarely object, and asking later is harder.
- Name a governing jurisdiction. "We'll sort it out" is not a dispute-resolution clause.
Frequently asked questions
Is this Non-Disclosure Agreement (NDA) legally binding?
Once both parties sign and there is a clear offer, acceptance and consideration, an agreement of this kind is generally binding. Contract law is jurisdiction-specific, so have your standard version reviewed once by a lawyer where you operate — then reuse it.
Can I edit the clauses?
Yes, and you should. Delete what does not apply rather than trying to remember to add it. Deleting is safer than remembering.
When does the client own the work?
Whenever this document says so — and it should say on receipt of final payment, not on delivery. Until then you grant a licence, you do not assign ownership. That single clause is what lets you stop work if an invoice goes unpaid.
Do I also need a separate NDA?
Not if this agreement already contains a mutual confidentiality clause. A standalone NDA is worth signing earlier — during pitching or due diligence, before any contract exists.