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

A one-way NDA binds only the receiving party to protect information shared by the disclosing party. A mutual NDA binds both parties when each side shares confidential information. This template follows a one-way structure with clear disclosing and receiving roles.

Is an NDA legally binding without a notary?

Yes. In most U.S. states, a signed written NDA is enforceable without notarization when it meets basic contract requirements: offer, acceptance, consideration, and lawful terms.

How long should an NDA last?

Match the term to your deal. Many NDAs run for one to three years during discussions, with confidentiality surviving for a defined period (often two to five years) or until the information becomes public through no fault of the receiving party.

Can I use this NDA with employees?

You can use it for pre-employment or contractor discussions, but ongoing employees often need employment-specific confidentiality and invention-assignment terms. Ask an employment attorney if you need a standalone employee NDA.

What information cannot be protected by an NDA?

Information that is publicly available, already known to the receiving party without restriction, independently developed, or rightfully received from a third party is typically excluded. NDAs also cannot be used to conceal unlawful activity.

Does an NDA protect trade secrets?

An NDA helps show you took reasonable steps to protect trade secrets, which supports claims under the Defend Trade Secrets Act and state law. Combine the contract with access controls and labeling for stronger protection.

Non-Disclosure Agreement (NDA) - North Carolina

Need to share sensitive business information without losing control of it? Create a non-disclosure agreement (NDA) free to start: answer guided questions, preview the full document, then download as PDF or Word when you are ready.

This template covers a classic one-way NDA where one party discloses confidential information and the other party agrees to protect it. You can use it for contractor onboarding, investor pitches, vendor discussions, partnership talks, and early product development.

What is a Non-Disclosure Agreement?

A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract in which at least one party promises not to use or share certain information except as allowed by the agreement. The disclosing party shares sensitive material; the receiving party agrees to keep it confidential and use it only for an agreed purpose.

NDAs are common before due diligence, product demos, hiring discussions, and any conversation where you reveal information you would not want competitors or the public to see.

An NDA is only as useful as the definition of confidential information, the stated purpose, the duration of confidentiality, and the remedies if someone breaches.

Mutual vs one-way NDA

Type	How it works	Best for
One-way	Party A shares; Party B must protect	Pitching to investors, hiring contractors, vendor evaluations
Mutual	Both parties share and both must protect	Joint ventures, co-development, merger discussions

This template is a one-way NDA with a disclosing party and a receiving party. If both sides will exchange confidential information, each party should be bound as a receiving party. A mutual-NDA toggle is on our enhancement roadmap; for now, use this form when one side is primarily sharing information, or ask an attorney whether a mutual structure fits your deal.

When to use an NDA

Use an NDA when you need written protection before you share:

Product designs, roadmaps, or unreleased features
Financial forecasts, pricing, or customer lists
Source code, algorithms, or manufacturing processes
Business plans during fundraising or acquisition talks
Proprietary methods shared with contractors or consultants

Skip an NDA when the information is already public, independently developed, or otherwise excluded under standard confidentiality carve-outs.

What's included

This template walks you through:

Parties: individual or entity for disclosing and receiving sides, with representative name and title for companies
Confidential information: all shared information or specific categories (accounting, operations, software, customers, marketing, products, IP, services)
Purpose: optional description of why information is being shared
Term: agreement duration and post-termination confidentiality period
Contact details: addresses and phone numbers for notices
Governing law: state whose laws interpret the agreement
Standard legal clauses: exclusions, return of materials, remedies, jurisdiction, severability
Signatures: e-sign ready for disclosing and receiving signers

Enforceability basics

Written NDAs are generally enforceable in the U.S. when they are supported by consideration (often the opportunity to receive confidential information), define what is protected with reasonable clarity, and do not impose unreasonable restrictions on lawful competition.

Trade secrets receive additional protection under the Defend Trade Secrets Act and state uniform trade secret laws when owners take reasonable steps to keep information secret. An NDA is one of those steps, but it does not replace access controls, employee training, or marking sensitive documents.

NDAs cannot legally hide information about criminal conduct in all contexts, and courts may refuse to enforce overbroad definitions that effectively ban someone from working in their profession.

How to prepare your NDA

Identify the disclosing and receiving parties

Use full legal names for individuals and registered entity names for businesses. If a company is signing, name the representative and title of the person binding the organization.

Define what counts as confidential

Choose whether all shared information is protected or only specific categories. Mark documents "Confidential" when possible so there is no dispute about what falls within scope.

State the purpose and duration

Describe why information is being shared (product evaluation, hiring, partnership review). Set how long the agreement runs and whether confidentiality continues after the relationship ends.

Pick governing law and review exclusions

Select the state whose laws will govern the contract, usually where the business relationship is centered. Read the standard exclusions (public information, independently developed knowledge, lawful disclosure) so both sides understand the limits.

Sign and keep copies

Both parties should sign the same version. Store executed copies securely. If information is highly sensitive, combine the NDA with practical security measures, not just paper protection.

Browse more Business templates, or start related agreements:

Loan Agreement: document private lending terms in writing
Bill of Sale: transfer ownership of personal property

Independent contractor and non-compete templates are coming soon.

Frequently asked questions

Sample document preview

This page includes a sample Non-Disclosure Agreement (NDA) (California) with blank answer lines. Names, dates, dollar amounts, and other details are intentionally left unfilled so you can see the document structure.

Downloadable sample PDF and Word files include only the first 2 pages, plus a final page with a link to create the full document on Doqu. They are not complete, usable legal documents.

To complete this document: use the Doqu editor to answer guided questions. Your live preview updates as you fill in each field, then you can download or send the document for e-signature.

Download the sample files below to review layout and clause structure before you start.

Non-Disclosure Agreement (NDA) — other states

Browse non-disclosure agreement (nda) templates for other US states.