Free tool
NDA generator
Pick mutual or one-way, name the parties and the purpose, and choose how long it lasts. You get a plain-language non-disclosure agreement to copy, print to PDF, or send for e-signature. No signup.
Mutual non-disclosure agreement
1. The parties and the purpose
This agreement is between [First party] and [Second party]. Both parties expect to share confidential information for [the purpose, e.g. discussing a possible project] ("the Purpose"). It starts on the date both parties sign it.
2. What counts as confidential
Confidential information is any non-public information either party shares with the other party for the Purpose, in any form, whether or not it is marked confidential, if a reasonable person would understand it to be confidential.
3. What doesn't count
Information is not confidential if the other party can show it was already public (through no fault of theirs), was already known to them, was received from someone else without a duty of confidence, or was developed independently without using the confidential information.
4. How it must be treated
The party receiving it will use the confidential information only for the Purpose, keep it secure with at least the care they use for their own confidential information, and share it only with people who need it for the Purpose and are bound by confidentiality duties at least as strict as these.
5. When disclosure is required
If the other party is required by law, regulation or a court to disclose confidential information, they may disclose only what is required and, where allowed, will tell either party first so they can respond.
6. Returning or deleting it
On request, the other party will return or delete the confidential information, except copies kept in routine backups or required by law, which stay confidential under this agreement.
7. How long it lasts
These duties last for 2 years from the date of signing. Trade secrets stay protected for as long as they remain trade secrets, where the law allows.
8. No other rights
Sharing information does not transfer ownership or grant any licence to it, and neither party has to share anything or enter into any further agreement.
9. Remedies
A breach could cause harm that money alone can't fix, so the party whose information is misused may ask a court for an order to stop it, in addition to any other remedy available.
10. Governing law
This agreement is governed by the laws of [your country or state].
11. Entire agreement
This is the whole agreement between the parties about confidentiality for the Purpose. Changes are only valid if both parties agree to them in writing.
What makes an NDA worth signing.
Most NDAs that cause trouble are either too vague to protect anything or so broad the other side won't sign. These six parts keep it specific and fair.
A named purpose
“Discussing a website redesign for Northwind” protects more than “our business relationship”. The purpose limits what the other side may use the information for, so a vague one limits very little.
A clear definition
Say what counts: anything non-public shared for the purpose, plus named categories like customer lists or pricing. Relying only on “marked confidential” fails the first time someone shares something on a call.
The standard exclusions
Information that is already public, already known, received from someone else, or developed independently isn't confidential. Leaving these out makes an NDA look unreasonable, which is the fastest way to get it ignored.
Disclosure the law requires
If a court or regulator demands information, the receiving side has to comply. A good NDA lets them disclose only what is required and tell the other party first where allowed.
A finite term
A fixed number of years is easier to agree to and easier to defend than “forever”. Trade secrets can keep their protection for as long as they stay secret.
Return or deletion
When the talks end, either side can ask for its information back or deleted, with a sensible exception for routine backups that stay confidential.
Get it signed before the first call.
Open this NDA in ApeiroCraft as a draft. Edit it, send it as a link, see when it's opened, and have it e-signed in the browser. When the project is agreed, the proposal and invoice live on the same client record.
Free plan: 3 proposals and 3 invoices sent a month, no credit card. Solo is $19/mo for up to 3 people.
NDAs, answered.
Mutual or one-way: which NDA do I need?
Use a mutual NDA when both sides will share sensitive information, which is common in early project talks where the client explains their business and you show your process or pricing. Use a one-way NDA when only one side shares, for example a client giving you access to unreleased plans.
How long should an NDA last?
Two to three years is a common choice for project discussions, because most business information loses its sensitivity over that time. Longer terms are harder to justify for ordinary information. Trade secrets are different, and many NDAs protect them for as long as they stay secret.
Is a freelance NDA enforceable?
Generally, an NDA is enforceable when it is specific about what is confidential, reasonable in how long it lasts, and signed by both parties, but the rules vary by country and state. Treat this as a well-organised first draft, not legal advice, and get it checked if the information is valuable.
Should I sign a client's NDA before a project?
Usually it's reasonable, but read it first. Watch for clauses that stop you showing the finished work in your portfolio, ban you from working with competitors, or last indefinitely for ordinary information. Those belong in a negotiation, not a standard NDA.
Can both parties sign it online?
Yes. Copy it into any e-signature tool, or use “Send it for e-signature” below: ApeiroCraft opens it as a draft you can edit, send as a link, and have signed in the browser.
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