Softonic

NDA Generator

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Need to show a freelancer your product roadmap, your financials or your source code before a contract is signed? This NDA generator drafts the core of a mutual non-disclosure agreement: it names both parties, states that confidential information may only be used for the agreed business purpose and may not be passed to third parties, and sets how many years the obligation lasts. Copy the wording into your own document, add the clauses your deal needs, and have a lawyer check it before anyone signs. It is a drafting aid, not legal advice.

How to generate your NDA

  1. 1

    Name the two parties

    Enter the legal names of the disclosing party and the receiving party, exactly as they appear on their registration documents.

  2. 2

    Set the confidentiality term

    Choose how many years the duty of confidentiality lasts. Two to five years is the usual commercial range.

  3. 3

    Generate the wording

    The tool writes the core confidentiality clause: the parties, the permitted purpose, the ban on disclosure to third parties and the term.

  4. 4

    Add the clauses your deal needs

    Use the clause checklist below to add exclusions, return or destruction of materials, remedies and governing law.

  5. 5

    Get it reviewed, then sign

    The draft follows general Anglo-American drafting practice. Have a lawyer adapt it to the law that will actually apply before anyone signs.

Anatomy of a standard NDA

A workable NDA almost always contains these clauses. The generator above writes the core of the agreement: the parties, the permitted purpose and the term. Use this checklist to see what you still have to add before the document is ready to sign.

Clause What it does
Definition of confidential info Scopes what is protected and what is not
Exclusions Public info, prior knowledge, independently developed
Obligations of recipient Non-use, non-disclosure, reasonable care
Term Usually 2 to 5 years after the disclosure date
Return / destruction What happens to copies after the relationship ends
Remedies Injunctive relief acknowledgement, jurisdiction, fees
Governing law Which country or state interprets disputes

Common drafting mistakes

  • Scope is too broad. “All information disclosed” catches nothing because a court cannot figure out what is actually secret. List categories: source code, financials, customer lists.
  • Term runs forever. Courts in many jurisdictions will not enforce indefinite NDAs for information that is not a trade secret. Pair a 3 to 5 year term with a perpetual trade-secret carve-out.
  • No return clause. Without one, the receiving party can quietly keep copies after the engagement ends.
  • Wrong governing law. Picking a jurisdiction neither party has a connection to invites enforcement headaches.

This is a template, not legal advice

The generated text is a starting point, and its wording follows general Anglo-American (common-law) drafting practice. It is not tailored to the law of any particular country, and signing it does not guarantee it will be enforced where you live. For anything high-stakes, such as mergers and acquisitions, patent discussions or investor conversations, have the draft adapted and reviewed by a qualified lawyer licensed in your jurisdiction.

Frequently Asked Questions

Mutual if both parties are likely to share confidential information (partnership talks, joint ventures). Unilateral if only one side is disclosing, which is typical for a company briefing a contractor or a prospective hire. The text this tool generates is worded mutually, so both parties protect each other; if only one side discloses, ask your lawyer to narrow it.

Three to five years is the most common commercial term. Shorter terms (one year) suit fast-moving pitches; longer terms or a perpetual carve-out suit true trade secrets such as formulas or algorithms.

A confidentiality agreement can be binding once both parties sign it and it meets the requirements the applicable law sets for a contract. But this generator produces a short draft in a general common-law style: it is not certified for any specific country, and it does not contain every clause a complete NDA needs. Treat it as a starting point and have it checked before it is signed.

For low-stakes freelance work, many people start from a template. For anything touching investor due diligence, patents or large sums, an hour of a lawyer’s time is cheap insurance, and it is the only way to know the wording works under the law that applies to you.

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