How to Write an NDA: Clauses, Mutual vs One Way, Free Generator

To write an NDA, name both parties, state the purpose for which information will be shared, define what counts as confidential (and what does not), set the receiving party's duties and how long they last, then add return of information, governing law and signatures. Decide first whether it is mutual (both sides share) or one way (only one side shares). The free NDA Generator turns those answers into numbered clauses you can review and sign.

An NDA (non disclosure agreement, also called a confidentiality agreement) lets two businesses talk openly about prices, designs, customer lists or plans, and stops the receiving side from using or passing them on. Sign it before the talks start, not after the price list has been emailed.

Mutual or one way NDA: which do you need?

Pick the type by asking one question: who is going to share secrets?

Type	When to use it	Example
Mutual NDA	Both sides share confidential information	A manufacturer and a distributor discussing prices, margins and territories
One way NDA	Only one side shares	You show a supplier your product design so they can quote

When in doubt, a mutual NDA is easier to get signed, because it binds both sides equally and feels fair.

How to write an NDA (step by step)

1. Open the free NDA Generator. NDA is already selected.
2. Parties: enter both company names with city and country. Use the legal names, not brand names.
3. Type: choose mutual or one way, and if one way, which side discloses.
4. Purpose: say why you are sharing, for example "talks about exclusive distribution in Spain". A clear purpose limits how the information may be used.
5. Confidential information: list what is covered, such as price lists, costings, drawings, supplier names, customer lists and business plans.
6. Term: say how long the duty of confidentiality lasts, for example 2, 3 or 5 years after the talks end.
7. Click to draft. Each part comes back as a numbered clause, and anything you did not give is left as a [placeholder] instead of guessed.
8. Review it, fill the placeholders, download Word or print, and sign.

Your details go over an encrypted connection to our own AI server, are used once to write the text and are not saved.

What should an NDA include? The 8 core clauses

Every working NDA has these parts. Missing one is the most common reason an NDA fails when it is needed.

1. Parties. Full legal names and addresses of everyone bound by it.
2. Purpose. The reason the information is shared. Use outside the purpose is a breach.
3. Definition of confidential information. What is covered, whether marked confidential or not, written or spoken.
4. Exclusions. What is not confidential: information that is already public, already known to the receiver, independently developed, or received lawfully from someone else.
5. Duties of the receiving party. Keep it secret, use it only for the purpose, share it only with staff and advisers who need it and are bound by the same duty.
6. Term. How long the duty lasts. Trade secrets are often kept confidential for as long as they remain secret.
7. Return or destruction. What happens to documents and copies when talks end or on request.
8. Governing law and signatures. Which country's law applies, where disputes go, and signatures of authorised people with dates.

Some NDAs also add a non solicitation clause (no poaching staff or customers) or a statement that no licence or partnership is created. Add these only if they fit the deal.

Common NDA mistakes to avoid

• A definition that is too broad. "All information of any kind" can be hard to enforce. List the categories that actually matter.
• No exclusions. Without them, the receiver could be blamed for using facts that were already public.
• No purpose. Without a purpose, it is unclear what use is forbidden.
• Sending the information first. An NDA signed after disclosure may not cover what was already shared.
• Wrong party names. A brand name or a person's name instead of the company can leave the real business unbound.
• Forgetting employees and advisers. The receiver should be responsible for anyone they pass the information to.

How long should an NDA last?

There is no single rule. For ordinary commercial talks, 2 to 5 years after the end of discussions is common, because prices and plans lose value over time. Recipes, formulas and source code are often protected for as long as they stay secret. Whatever you pick, write it clearly; the generator states the term you give and uses a [placeholder] if you leave it blank.

Is an AI drafted NDA legally binding?

An NDA is binding because both parties agree to it and sign it, not because of who typed it. A clear, signed NDA drafted with a generator works like any other written agreement. Rules on confidentiality, penalties and courts still differ by country, so have a lawyer check it when the information is very valuable or the other party is abroad. The generator does not give legal advice and never invents laws or figures.

After the NDA: the next documents

Once the talks succeed, put the deal itself in writing with the AI Contract Generator, for example a distribution or supply agreement. Our guide on how to draft a business contract with AI covers the clauses for buying and selling goods. For the emails around the deal, the AI Email Writer drafts follow ups and cover notes.

Ready to protect your next conversation? Open the NDA Generator, answer six questions and get a numbered NDA to review and sign.

Frequently asked questions

Can I write my own NDA?

Yes. An NDA needs the parties, the purpose, a definition of confidential information with exclusions, the receiver's duties, the term, return of information, governing law and signatures. A generator drafts these clauses; have a lawyer review it for valuable information.

What is the difference between a mutual and a one way NDA?

A mutual NDA binds both sides because both share confidential information. A one way NDA binds only the receiving side, for example a supplier who sees your design.

How long does an NDA last?

As long as the agreement says. For commercial talks 2 to 5 years after the talks end is common; trade secrets are often protected for as long as they remain secret.

Is the NDA generator free?

Yes. The TradingForms NDA Generator is free with no sign up and a fair use limit of a few drafts per hour. You can download Word or print the result.

Is an NDA from a generator legally valid?

A signed NDA is valid because both parties agree to it, however it was drafted. Laws differ by country, so get legal advice for important deals.