Free Non-Disclosure Agreement (NDA) Generator
Build a complete, ready-to-sign confidentiality agreement — mutual or one-way — in a couple of minutes. Unlike most free templates, this one bakes in the clauses that actually keep an NDA enforceable: the federally required whistleblower-immunity notice, a harassment carve-out, and the correct two-track term for trade secrets. Pick your governing-law state to start.
⚠ A self-help template, not legal advice.
This builds a solid general-purpose NDA for free. For a high-stakes deal, M&A, or anything involving regulated data, have a lawyer review it. RecordingLaw.com is not a law firm.
What makes an NDA actually hold up
A non-disclosure agreement is only as good as its weakest clause. The free templates that dominate search results are usually missing the parts that matter most when an NDA is tested. This generator was built to close those gaps. It defines confidential information clearly, includes the five standard exclusions courts expect, sets a sensible two-track duration, and adds the remedies and governing-law terms that make the agreement enforceable.
The whistleblower notice most templates forget
Federal law (the Defend Trade Secrets Act, 18 U.S.C. § 1833(b)) requires an employer to include an immunity notice in any agreement that governs trade secrets with an employee or contractor. Leave it out and the employer forfeits the right to exemplary damages and attorney fees in a trade-secret lawsuit. It is a small paragraph with big consequences, and it is included here by default.
A carve-out that keeps your NDA from being void
Since the federal Speak Out Act of 2022, a pre-dispute NDA that tries to silence sexual-harassment or assault claims is unenforceable, and a growing list of states — California, Washington, New York, New Jersey, and others — void clauses that suppress discrimination or retaliation complaints entirely. A modern NDA needs a permitted-disclosures carve-out so the rest of the agreement survives. This tool includes one automatically and warns you when your state is especially strict.
Why we don't bundle a non-compete
Plenty of templates quietly fold a non-compete into the "NDA." We do not, on purpose. The FTC's national non-compete ban was struck down in 2024, so state law controls — and California, North Dakota, Oklahoma, and Minnesota void employee non-competes almost entirely, while many other states impose income thresholds and notice rules. Bundling a void covenant can create disputes or taint the whole contract. Keeping this a pure confidentiality agreement maximizes the chance the confidentiality terms hold up.
Frequently Asked Questions
Is this NDA template really free?
Yes. You fill it in, preview the full agreement, and download a ready-to-sign PDF (or email yourself a copy) at no cost. There is no paywall on the download — unlike most "free" NDA sites that make you create the document and then charge to download it.
What is the difference between a mutual and a one-way NDA?
A one-way (unilateral) NDA is used when only one side shares confidential information — for example, an employer giving information to an employee, or a company pitching to an investor. A mutual (two-way) NDA is used when both sides exchange confidential information, such as two companies evaluating a partnership or acquisition. The generator supports both and rewrites the defined terms correctly.
What is the DTSA whistleblower-immunity notice, and why does it matter?
Under the federal Defend Trade Secrets Act (18 U.S.C. § 1833(b)), an employer must include a notice telling employees and contractors they cannot be held liable for confidentially reporting a suspected legal violation to the government or an attorney. If the notice is missing from an agreement that governs trade secrets, the employer loses the right to recover exemplary (double) damages and attorney fees in a trade-secret case. Most free templates omit it; this generator includes it by default.
Can an NDA stop someone from reporting harassment or illegal conduct?
No — and a clause that tries to is now often void. The federal Speak Out Act (2022) makes pre-dispute NDAs covering sexual harassment or assault unenforceable, and states like California, Washington, New York, and New Jersey go further, voiding clauses that silence discrimination or retaliation claims. This generator builds in a "permitted disclosures" carve-out so your NDA stays valid instead of being partly struck down.
Does the NDA include a non-compete?
No, on purpose. This is a pure confidentiality agreement. Non-compete law varies sharply by state — California, North Dakota, Oklahoma, and Minnesota void employee non-competes almost entirely, and bundling a void covenant can create disputes or, in some states, taint the whole contract. A non-compete needs state-specific drafting that is beyond a free generator, so we leave it out and tell you why.
How long does an NDA last?
This agreement uses a two-track term: ordinary confidential information is protected for the number of years you choose (commonly 2–5), while trade secrets stay protected for as long as they remain secret. That split matters — courts often refuse to enforce a flat, perpetual confidentiality term on ordinary business information, but trade secrets can be protected indefinitely.
Is this NDA legally binding without a notary?
Yes. An NDA is a contract and becomes binding when both parties sign and date it — no notary or witness is required. If a party is a company, an authorized officer should sign and include their title. This tool is a self-help template, not legal advice, and RecordingLaw.com is not a law firm.
Disclaimer
This generator provides a self-help document for general informational purposes only and is not legal advice. RecordingLaw.com is not a law firm. Whether an NDA is right for your situation, and whether it is enforceable, depends on your facts and on your state's law. For a high-value or complex matter, consult a licensed attorney.