NDA Template: Mutual or One-Way
Create a free non-disclosure agreement in a few minutes and download it as a PDF or Word file. Choose a mutual NDA when both sides share information or a one-way NDA when only you do, set how long it lasts, and pick the state whose law applies. The template covers the definition of confidential information, exclusions, permitted use, compelled disclosure, return of information, injunctive relief, and the whistleblower notice the Defend Trade Secrets Act expects when an individual receives your information.
Not legal advice. This generator fills in a general-purpose template. Contract and employment rules vary by state, and your situation may need terms this template does not cover. Have an attorney licensed in your state review the agreement before anyone signs it.
The preview updates as you type.
1. Type of NDA
2. Parties and date
First party
Second party
3. Purpose and duration
The receiving party may use the information only for this purpose.
Trade secrets stay protected for as long as they remain trade secrets, whatever you pick.
4. Individual recipients
Adds the Defend Trade Secrets Act immunity notice and the workplace carve-outs.
5. Governing law
Optional, e.g. Travis County
Disputes go to the courts of the chosen county and state, and either party can ask any court with jurisdiction for an injunction.
Every required field is filled in. PDF opens your browser's print dialog: choose "Save as PDF".
Mutual Nondisclosure Agreement
This Mutual Nondisclosure Agreement (this "Agreement") is entered into as of November 2, 2026 (the "Effective Date") between Copper Kettle Foods LLC, a New York limited liability company, with a mailing address at 88 Water Street, Brooklyn, NY 11201, and Hudson Valley Packaging Co., a New York corporation, with a mailing address at 410 Route 9W, Newburgh, NY 12550.
Each party may disclose Confidential Information (as the "Disclosing Party") to the other party (as the "Receiving Party") in connection with the Purpose. The parties agree as follows:
1. Purpose
The parties are sharing information solely for the following purpose (the "Purpose"): Evaluating a possible agreement for the design and production of custom retail packaging, including product specifications, order volumes and pricing.
2. Confidential Information
"Confidential Information" means all non-public information, in any form, that the Disclosing Party or its representatives disclose to the Receiving Party in connection with the Purpose, whether before or after the Effective Date, that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes business plans, financial information, customer and supplier information, pricing, product plans and designs, software, data, inventions, know-how and trade secrets, and the fact that the parties are in discussions and the terms of those discussions.
3. Exclusions
Confidential Information does not include information that the Receiving Party can show by written records (a) is or becomes publicly available through no fault of the Receiving Party; (b) the Receiving Party lawfully knew, without a duty of confidentiality, before receiving it from the Disclosing Party; (c) the Receiving Party lawfully receives from a third party without a duty of confidentiality; or (d) the Receiving Party develops independently without using or referring to the Confidential Information.
4. Use and Disclosure
The Receiving Party will (a) use Confidential Information only for the Purpose; (b) not disclose it to anyone except its employees, officers, contractors and professional advisors who need to know it for the Purpose and are bound by confidentiality obligations at least as protective as this Agreement ("Representatives"); and (c) be responsible for any breach of this Agreement by its Representatives.
5. Standard of Care
The Receiving Party will protect Confidential Information using at least the same degree of care it uses for its own similar information, and never less than reasonable care. It will promptly notify the Disclosing Party after learning of any unauthorized use or disclosure and will cooperate to limit the harm.
6. Compelled Disclosure
If the Receiving Party is required by law, regulation, subpoena or court order to disclose Confidential Information, it will, where legally permitted, give the Disclosing Party prompt written notice so the Disclosing Party can seek a protective order, cooperate with that effort at the Disclosing Party's expense, and disclose only the part of the Confidential Information it is legally required to disclose.
7. Protected Rights
Protected rights. Nothing in this Agreement prohibits either party from reporting a possible violation of law to, filing a charge or complaint with, or participating in an investigation by any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission and the National Labor Relations Board, or from making other disclosures protected by whistleblower laws. No notice to or consent from the other party is required.
8. Term and Survival
(a) This Agreement covers Confidential Information disclosed during the 1-year period after the Effective Date (the "Disclosure Period"). Either party may end the Disclosure Period earlier by giving 30 days' written notice.
(b) The Receiving Party's obligations continue for 3 years after the Disclosure Period ends, despite any expiration or termination of this Agreement. For any trade secret, they continue for as long as the information remains a trade secret under applicable law.
9. Return or Destruction
Within 30 days after the Disclosing Party's written request, or after the Disclosure Period ends, the Receiving Party will return or destroy all Confidential Information in its possession and, on request, confirm this in writing. The Receiving Party may keep copies in automatic backups or as required by law or its record-retention policy, and those copies remain subject to this Agreement.
10. No License, No Warranty, No Obligation
(a) All Confidential Information remains the property of the Disclosing Party. This Agreement grants no license or other right in any patent, copyright, trademark, trade secret or other intellectual property, except the limited right to use Confidential Information for the Purpose.
(b) Confidential Information is provided "AS IS," without any warranty as to its accuracy or completeness.
(c) Neither party is obligated to disclose any particular information or to enter into any further agreement or transaction.
11. Remedies
Unauthorized use or disclosure of Confidential Information may cause the Disclosing Party irreparable harm for which money damages would be inadequate. The Disclosing Party is entitled to seek an injunction or other equitable relief to prevent or stop a breach, without having to prove actual damages and, to the extent permitted by law, without posting a bond, in addition to any other remedy available at law or in equity.
12. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Each party consents to the exclusive jurisdiction of the state or federal courts located in New York County, New York for any lawsuit arising out of or relating to this Agreement, except that either party may seek injunctive relief in any court with jurisdiction.
13. General Terms
Entire agreement. This Agreement is the parties' entire agreement on its subject and replaces all prior proposals, negotiations and understandings about it.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by both parties. A party's failure to enforce a provision is not a waiver of it.
Assignment. Neither party may assign this Agreement without the other party's written consent, except to a successor in a merger, acquisition or sale of all or substantially all of its business or assets. Any other attempted assignment is void.
Notices. Notices under this Agreement must be in writing and delivered by hand, by a nationally recognized courier, or by certified mail to the mailing address stated above for the receiving party (or another address it designates by notice), or by email to the email address under its signature. A notice is effective when received.
Severability. If a court finds any provision unenforceable, that provision will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect.
Counterparts and electronic signatures. This Agreement may be signed in counterparts and with electronic signatures, each of which is an original and all of which together are one agreement.
By signing below, the parties agree to this Agreement as of the Effective Date.
COPPER KETTLE FOODS LLC
Copper Kettle Foods LLC
Name: Priya Nair
Title: Chief Executive Officer
Email: priya@example.com
Date: ____________________
HUDSON VALLEY PACKAGING CO.
Hudson Valley Packaging Co.
Name: Tom Becker
Title: Vice President of Sales
Email: tom@example.com
Date: ____________________
Template from jupid.com. Not legal advice; have an attorney licensed in your state review it before signing.
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How to Use the NDA Generator
- Pick mutual or one-way. In a one-way NDA the first party is the disclosing party and the second party is the receiving party.
- Enter both parties. Legal names, mailing addresses and, for companies, who signs.
- State the purpose and the duration. A narrow purpose limits how the information can be used. Choose how long new disclosures are covered and how long the duty of confidentiality lasts afterward.
- Flag individual recipients and pick the state. Turn on the individual option when an employee, contractor or consultant receives your information, choose the governing law, and download the PDF or Word file.
What This NDA Covers
| Section | What it does |
|---|---|
| Purpose | Limits use of the information to one stated purpose. |
| Confidential Information | Marked information plus anything a reasonable person would treat as confidential, including the fact of the talks. |
| Exclusions | Public information, prior knowledge, information from third parties, and independent development. |
| Use and Disclosure | Need-to-know sharing with representatives bound by the same terms; the receiving party answers for them. |
| Standard of Care | At least the care used for its own similar information, never less than reasonable care. |
| Compelled Disclosure | Notice and cooperation before disclosing under a subpoena or court order. |
| Protected Rights | Reporting to government agencies stays allowed; DTSA notice and workplace carve-outs for individuals. |
| Term and Survival | The disclosure period, how long confidentiality lasts, and indefinite protection for trade secrets. |
| Return or Destruction | Information comes back or is destroyed on request, with certification. |
| No License, No Warranty | Sharing grants no IP rights, information is provided as is, and nobody is obliged to do a deal. |
| Remedies | Injunctive relief without proving damages, plus any other remedy. |
| Governing Law, General Terms | State law, exclusive court venue, assignment, notices, severability and e-signatures. |
Mutual or One-Way NDA: Which One Do You Need?
Choose by asking who will share sensitive information. If both sides will, use a mutual NDA; if only you will, a one-way NDA is shorter to negotiate and binds only the other side.
- Mutual: partnership or joint venture talks, supplier and distribution negotiations, co-marketing, mergers and acquisitions, and software integrations where both sides expose systems or data.
- One-way: a freelancer, consultant or agency that will see your plans, code or customer data; a prospective buyer reviewing your business; a manufacturer quoting on your product design. Many venture investors decline to sign NDAs at the pitch stage, so share less instead of insisting.
When the relationship goes ahead, the main contract usually carries its own confidentiality clause. The independent contractor agreement and the service agreement both include one, so the NDA mainly covers the period before the deal is signed.
How Long Should an NDA Last?
An NDA has two clocks. The disclosure period is how long new information shared under the agreement is covered, usually one or two years for a business discussion. The confidentiality periodis how long the receiving party must keep it secret after that, most often two to five years. Common Paper's contract benchmark found that 74% of NDAs on its platform use a fixed confidentiality term and that two years is the most common length.
Trade secrets are different: their value lasts as long as they stay secret, so the template protects them for as long as they qualify as trade secrets under the law, whatever term you pick. Courts in some states have refused to enforce open-ended confidentiality duties for ordinary business information, which is why a fixed term for general information plus indefinite trade secret protection is the usual compromise. Pick "Indefinitely" only for information that stays sensitive for good, such as source code or formulas.
What an NDA Cannot Cover
Federal and state law put some disclosures beyond the reach of any confidentiality agreement. A clause that tries to block them is unenforceable at best and, in some cases, unlawful to include. The template carries a protected-rights section for every NDA and adds the employee-specific language when you flag an individual recipient.
Whistleblowing and the DTSA notice
Anyone can report a possible violation of law to a government agency, and SEC Rule 21F-17 prohibits using a confidentiality agreement to impede someone from contacting the SEC. The Defend Trade Secrets Act (18 U.S.C. § 1833(b)) gives individuals immunity for disclosing a trade secret in confidence to a government official or an attorney to report or investigate a suspected violation of law, or in a court filing made under seal.
Employers must describe that immunity in any contract with an employee that governs trade secrets or confidential information, and the statute counts individual contractors and consultants as employees. The notice is not a condition of a valid NDA, but an employer that leaves it out cannot recover exemplary damages or attorney fees under the DTSA from that individual.
Employee rights under the National Labor Relations Act
Section 7 of the NLRA protects the right of non-supervisory employees, union or not, to discuss wages, hours and working conditions with each other and with outsiders. In McLaren Macomb (2023), the National Labor Relations Board held that offering severance agreements with broad confidentiality and non-disparagement terms violated the Act. That decision was still Board law in October 2026, although the Board's General Counsel has asked it to overrule the case. A confidentiality agreement for employees should protect business information, not working conditions.
Sexual harassment and assault claims (Speak Out Act)
The Speak Out Act, signed December 7, 2022 (42 U.S.C. §§ 19401 to 19404), makes nondisclosure and non-disparagement clauses signed before a dispute arises unenforceable in sexual assault and sexual harassment disputes. Several states go further. California requires employment-related agreements that restrict talking about workplace conditions to include this sentence: "Nothing in this agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful." (Government Code § 12964.5.)
An NDA is not a non-compete
An NDA restricts use of information, not where someone can work. A confidentiality clause so broad that it covers general skills and public information can be treated as a disguised non-compete and struck down, especially in California, which voids most restraints on a lawful trade. Keep the definition tied to genuinely confidential information and keep the standard exclusions.
Worked Example: A Mutual NDA Before a Supply Deal
The prefilled example is a Brooklyn food brand, Copper Kettle Foods LLC, talking to Hudson Valley Packaging Co. about custom retail packaging. Both sides will share sensitive material: the brand its product plans and volumes, the supplier its pricing and production methods. So the NDA is mutual, covers disclosures for one year, keeps them confidential for three years after that, and protects trade secrets for as long as they stay secret. Both are companies, so the individual-recipient option is off. New York law applies, with lawsuits in New York County. If the deal goes ahead, the supply contract takes over; if not, each side returns or destroys the other's information on request.
Frequently Asked Questions
Official References
- 18 U.S.C. § 1833(b): Defend Trade Secrets Act Immunity and Notice
Whistleblower immunity, the employer notice requirement, and the penalty for leaving it out.
- 42 U.S.C. § 19403: Speak Out Act
Pre-dispute nondisclosure and non-disparagement clauses in sexual assault and harassment disputes.
- 17 CFR § 240.21F-17: SEC Whistleblower Protection
No one may impede an individual from communicating with the SEC, including through a confidentiality agreement.
- 29 U.S.C. § 157: National Labor Relations Act Section 7
Employees' right to engage in concerted activity, including discussing pay and working conditions.
- California Government Code § 12964.5
The required sentence on disclosing unlawful acts in the workplace.
- Common Paper Mutual NDA and Contract Benchmark
Industry data on NDA terms: fixed confidentiality terms in 74% of NDAs, two years most common.
Verified October 2026. This page and the generated NDA are general information, not legal advice. Enforceability depends on state law and the facts; have an attorney review your NDA before you sign it.