How to use this simple nda generator
- Choose mutual or one-way.
- State the purpose narrowly.
- Set term and governing law; edit clauses; export.
NDA clause explanations
Definitions and exclusions prevent overreach. Purpose limits use. Term sets duration. Return/destruction handles offboarding. Non-solicit and IP assignment are separate issues—don’t overload a “simple” NDA unless counsel recommends it.
Worked example
A mutual 3-year NDA for evaluating a web redesign keeps the purpose narrow so marketing lists aren’t swept in unintentionally.
Tips
- This generator produces editable sample language for discussion. It is not legal advice, not a law-firm product, and not a substitute for an attorney licensed in your jurisdiction. Laws vary by location and situation.
Common mistakes
- Eternal NDAs with no exclusions
- Using NDAs instead of employment/IP agreements
FAQ
Is a simple NDA enough for investors or employees?
Often no. Investors may refuse broad NDAs; employees usually need invention-assignment and confidentiality in employment docs. Seek counsel.
When should I use a mutual vs one-way NDA?
Use one-way when only one party discloses secrets; use mutual when both sides will share confidential materials (for example a studio and a brand exchanging strategy docs).
How long should NDA confidentiality last?
Many freelance NDAs use a 2–5 year term after disclosure, with trade secrets protected longer while they remain secrets under applicable law. Eternal terms without exclusions are often hard to negotiate.
What should the confidential-information definition include?
Non-public business, technical, or financial information that is marked confidential or that a reasonable person would treat as confidential—plus clear exclusions for public, independently developed, or legally required disclosures.
Do I need a return-or-destruction clause?
It helps at offboarding: on written request, the recipient returns or destroys materials, with ordinary backup copies still subject to the NDA. Pair it with a narrow purpose clause so use stays limited.
Sources
- Cornell LII Wex — Contract. Used for: basic elements of an enforceable agreement (offer, acceptance, consideration). Checked .
- IRS — Independent contractor defined. Used for: employee vs independent-contractor framing on freelance/contract pages. Checked .
- Cornell LII Wex — Independent contractor. Used for: plain-language definition distinguishing contractors from employees. Checked .
- 26 CFR § 31.3121(d)-1 — Who are employees (LII). Used for: common-law control test background for contractor vs employee context. Checked .
- FTC — Scams and your small business. Used for: contract red flags and avoiding blank or altered agreements. Checked .
- SBA — Launch your business. Used for: licenses, permits, and legal-basics overview (not a substitute for counsel). Checked .
- SBA — Stay legally compliant. Used for: compliance checklist context for contracts and forms. Checked .
- U.S. Copyright Office — Visual arts (photographers). Used for: copyright ownership and usage-rights concepts in creative contracts. Checked .
Editable sample language only — not legal advice. Laws vary by state and country; have a licensed attorney review before you rely on any clause. Not affiliated with the organizations cited above. Found an error? Tell me.
Generator version 1.0 · Changelog
