Free Non-Disclosure Agreement (NDA) Template (US) – Doxuno
Legal and BusinessUnited States

Free Non-Disclosure Agreement
(NDA) Template

A professionally structured NDA for US businesses, entrepreneurs, and professionals. Choose unilateral or mutual, fill in your details, and download a professional PDF in minutes.

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What Is a Non-Disclosure Agreement?

A non-disclosure agreement (NDA), also called a confidentiality agreement, is a legally binding contract that prevents one or both parties from sharing confidential information with outside parties. When you share sensitive business information with a potential partner, investor, contractor, or employee, an NDA creates legal consequences if that information is misused or disclosed.

There are two main forms. A unilateral NDA is one-way: only one party shares information and only the receiving party is bound to protect it. This is the standard choice when onboarding a contractor, consultant, or prospective hire. A mutual NDA binds both parties equally, making it appropriate for partnerships, joint ventures, and acquisition discussions where both sides share sensitive data.

In the United States, NDAs are governed by state contract law alongside federal statutes such as the Defend Trade Secrets Act (DTSA). A well-drafted NDA clearly defines what counts as confidential information, how long the obligation lasts, and what remedies are available if the agreement is breached.

What's Covered in This Template

Doxuno's NDA template includes all core clauses required for US enforceability, plus expert sections for stronger protection in complex business situations.

Confidential Information
Broad definition covering all protected data
Obligations of Receiving Party
Non-disclosure and non-use duties
Standard Exclusions
4 legally required carve-outs for enforceability
Term & Duration
Fixed period or indefinite protection
Return or Destruction
Handling information when agreement ends
Remedies & Enforcement
Injunctive relief, damages, attorney fees
Governing Law & Venue
Jurisdiction and dispute resolution
General Provisions
Severability, waiver, entire agreement
DTSA Whistleblower Notice
Federal trade secret immunity disclosure
Non-Solicitation
Optional ban on poaching employees or clients
Trade Secret Carve-out
Perpetual protection beyond the agreement term
Purpose of Disclosure
Defines the permitted use of shared information

How to Create Your NDA

No legal background needed. Doxuno's template walks you through every section in a few minutes.

1
Choose the NDA type
Select unilateral if only one party is sharing confidential information, such as when engaging a contractor or consultant. Select mutual if both parties will be exchanging sensitive information, which is typical in partnerships or acquisition discussions.
2
Enter both parties' information
Provide the legal names, business addresses, and authorized signers for the disclosing party and the receiving party. Use the full legal entity name rather than a trade name to ensure enforceability.
3
Describe the purpose of disclosure
Specify why the confidential information is being shared. Common examples include evaluating a potential business partnership, discussing an acquisition, or onboarding a new service provider.
4
Set the term and governing state
Choose how long the agreement remains in effect, typically one to three years for general confidential information. Select the governing state, usually where one of the parties is incorporated or where the business relationship will primarily take place.
5
Enable optional clauses and download
Turn on additional protections such as the DTSA whistleblower notice, trade secret carve-out, or non-solicitation clause based on your situation. Your completed NDA is then generated as a professional PDF, ready for both parties to sign.

Legal Considerations for US NDAs

While this template is designed to be valid across all US states, there are several legal considerations worth understanding before you sign, particularly if parties are based in specific states.

Important: This template is provided for informational purposes and does not constitute legal advice. For high-stakes transactions, complex employment situations, or if you are unsure about your state's specific requirements, consult a licensed attorney in your jurisdiction.

Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard business confidentiality situations.

California NDAs

NDAs protecting genuine business information are enforceable in California. However, California does not enforce non-compete clauses, and employee NDAs face additional restrictions under California Labor Code Section 925 and related statutes. If one party is based in California, pay close attention to the governing law clause and avoid including non-compete language in the NDA.

The Defend Trade Secrets Act (DTSA)

The DTSA (18 U.S.C. § 1836) is a federal law that gives trade secret owners a private right of action in federal court. For the DTSA's attorney's fee and exemplary damages provisions to apply, the NDA must include a specific whistleblower immunity notice. This template includes that notice as an optional expert clause.

Duration and Perpetual NDAs

Courts in some states have refused to enforce NDAs with no defined end date for general confidential information, finding them overly broad. Best practice is to set a fixed term (one to five years) for general information while including a separate trade secret carve-out that extends the obligation indefinitely for actual trade secrets.

Delaware as Governing State

Delaware is a common choice for the governing law in business NDAs because Delaware courts have extensive experience with commercial contracts and generally enforce well-drafted confidentiality agreements predictably. Many US corporations are incorporated in Delaware for this reason.

Frequently Asked Questions

An NDA (non-disclosure agreement), also called a confidentiality agreement, is a legally binding contract that prevents one or both parties from sharing confidential information with outside parties. You need one any time you share sensitive business information with someone outside your organization: a potential partner, investor, contractor, employee, or acquirer.
In a unilateral (one-way) NDA, only one party shares confidential information and only the receiving party is bound to protect it. This is standard when hiring contractors or consultants. In a mutual NDA, both parties share sensitive information and both are equally bound by confidentiality obligations. This is typical in partnership discussions, joint ventures, and M&A negotiations.
The term of an NDA is set by the parties. Most general business NDAs run for one to five years. However, obligations related to trade secrets can extend indefinitely under the federal Defend Trade Secrets Act. Some courts have declined to enforce NDAs with perpetual terms for general information, so it is best practice to set a reasonable fixed term for general confidential information while adding a separate trade secret carve-out for extended protection.
Yes. NDAs that protect genuinely confidential business information are enforceable in California. However, California does not enforce non-compete clauses, and certain employee NDAs face additional restrictions under California law. If your NDA includes a non-solicitation clause and one party is based in California, consult a California-licensed attorney before signing.
Yes. Trade secrets can be protected indefinitely under both the federal Defend Trade Secrets Act and most state trade secret laws. To take advantage of this, include a trade secret carve-out clause stating that confidentiality obligations for trade secrets survive the expiration of the agreement's general term.
If a party breaches an NDA, the non-breaching party can seek injunctive relief to immediately stop the disclosure, recover monetary damages for losses caused by the breach, and in some cases claim attorney's fees if the agreement provides for them. Courts generally take NDA violations seriously, especially when trade secrets or proprietary business information is involved.
Yes. NDAs are commonly used with both employees and independent contractors. For employees, the NDA is typically signed as part of the onboarding process. For contractors, it is signed before any work begins or before any confidential information is shared. Note that some states, including California, impose limits on what employee NDAs can cover.
No. In the United States, notarization is not required for an NDA to be legally binding. A signed agreement with the full names, signatures, and effective date of both parties is sufficient. Keeping a signed copy on file for each party is strongly recommended in case of a future dispute.

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