Free NDA template —
mutual & one-way, clause-checked.
Clausio generates a non-disclosure agreement tailored to your situation and checks for the clauses most templates skip — including the federal DTSA whistleblower notice that, if missing, costs you the right to seek punitive damages and attorney fees. Free preview. Pay only when you download.
Free preview · no credit card · not legal advice
Mutual vs. one-way — which do you need?
A non-disclosure agreement (NDA) — also called a confidentiality agreement — is a contract where one or both parties agree to keep shared information private. The type you need depends on who's doing the disclosing.
One-way (unilateral)
One party shares confidential information; the other receives it. Common before hiring a contractor, sharing a business idea with a vendor, or in employer-to-employee contexts. Only the receiving party is bound.
Mutual (bilateral)
Both parties share confidential information with each other. Typical in partnership discussions, joint ventures, or any negotiation where both sides reveal sensitive details. Both parties are bound.
Not sure which type?
Start the builder and answer "who is sharing what." Clausio will recommend the right structure and draft it accordingly — you can adjust before downloading.
10 clauses a solid NDA needs — and why
Clausio checks for all of these. A missing clause gets flagged before you download.
1. Parties & authority
Names the disclosing and receiving party — and in a mutual NDA, makes clear which obligations run in which direction. A mutual NDA signed by the wrong entity (a subsidiary rather than the operating company) may not bind the right party. Corpus: NA-01 — Restatement (Second) of Contracts §§ 9, 12–17
2. Definition of confidential information
Specifies exactly what is protected — written, oral, electronic, visual. Too broad and it's unenforceable; too narrow and your real secrets aren't covered. Needs to align with the DTSA's trade-secret definition (independent economic value, reasonable secrecy measures) to support federal claims. Corpus: NA-02 — 18 U.S.C. §1839; UTSA §1(4)
3. Permitted purpose
Limits what the receiving party can do with the information — evaluation only, for example. Without this, the receiving party may argue they're free to use it competitively as long as they don't technically "disclose" it to others. Corpus: NA-03 — 18 U.S.C. §1839(5) (misappropriation by use)
4. Obligations of the receiving party
States what the receiving party must do: maintain confidence, apply reasonable care, restrict access to need-to-know personnel, and make sure those people are bound by equivalent obligations. Vague obligations ("keep it secret") are harder to enforce and harder to prove breach. Corpus: NA-04 — 18 U.S.C. §1839(3)(A) (reasonable measures)
5. Exclusions from confidentiality
Carves out information the receiving party already knew, information that becomes public through no fault of theirs, independently developed information, and compelled disclosures. Without these, you can create impossible compliance obligations. Corpus: NA-05 — 18 U.S.C. §1839(3); DTSA §1836(b)(1)(B)(i)
6. Term & duration
Best practice: indefinite obligations for actual trade secrets (matching DTSA protection), plus a fixed 2–5 year window for other confidential information. Courts in New York, Texas, and Delaware have declined to enforce perpetual obligations on ordinary business information. Corpus: NA-06 — 18 U.S.C. §1839 (trade secrets, no expiry); general reasonableness standard
7. Return or destruction of materials
Requires the receiving party to return or certify destruction of all confidential materials — including copies and electronic records — at the end of the agreement. Without this, confidential information lingers in their systems indefinitely. Corpus: NA-07 — 18 U.S.C. §1839(3); 18 U.S.C. §1836(b)(2) (ex parte seizure)
8. Remedies & injunctive relief
States that breach causes irreparable harm and that the disclosing party can seek an injunction — not just money damages. Once a secret is out, money can't put it back. The DTSA also allows exemplary damages (up to 2x actual damages) and attorney fees for willful misappropriation. Corpus: NA-09 — 18 U.S.C. §1836(b)(3)(A); 18 U.S.C. §1836(b)(3)(C)
9. Governing law
Selects which state's law governs. This matters more for NDAs than for most contracts: California, Delaware, and New York differ significantly on irreparable-harm stipulations, NDA duration enforceability, and whether non-solicitation clauses embedded in an NDA are treated as void non-competes. Corpus: NA-10 — Restatement (Second) of Conflict of Laws §187; 9 U.S.C. §2
10. DTSA whistleblower immunity notice Required by federal law
Under 18 U.S.C. §1833(b), any NDA or confidentiality agreement must notify the receiving party that they cannot be held criminally or civilly liable for disclosing a trade secret to a government official or attorney in order to report a suspected law violation, or in a court filing made under seal.
If your NDA leaves this out, you lose the right to seek exemplary damages and attorney fees in DTSA litigation — even if you win on the merits. Most downloaded templates miss it. Clausio flags it automatically.
Corpus: NA-14 — 18 U.S.C. §1833(b) (mandatory notice); 18 U.S.C. §1836(b)(3)(C) (fee-shifting conditioned on notice)Ready to generate your NDA?
Answer five questions. Clausio drafts a tailored non-disclosure agreement and checks every clause above — including the DTSA §1833(b) notice most templates miss. Free to preview.
Create my NDA free →Free preview · not legal advice
What Clausio catches that a downloaded template misses — illustrative examples
No DTSA §1833(b) whistleblower notice → flagged. Without it, the disclosing party loses access to exemplary damages and attorney fees under the Defend Trade Secrets Act. Clausio adds the notice automatically.
No term clause — the NDA purports to last "forever" for all information → flagged. Courts in NY, TX, and DE have refused to enforce perpetual obligations on ordinary business information. Clausio adds a bifurcated term: indefinite for trade secrets, 2–5 years for everything else.
No exclusions clause → flagged. Without standard carve-outs (public domain, prior knowledge, independent development), the receiving party faces obligations they may be unable to meet — reducing enforceability. Clausio adds the five standard exclusions.
Three steps to an NDA you can send
Choose mutual or one-way
Select your NDA type. Clausio adjusts the obligations and structure accordingly — mutual NDAs bind both parties symmetrically; one-way NDAs protect the disclosing party specifically.
Answer a few questions
Parties, permitted purpose, duration, return-of-materials, and governing law. Five questions, plain English, two minutes.
Get a clause-checked draft
Clausio generates the NDA and flags any missing required clauses — including the DTSA §1833(b) whistleblower notice and the standard five exclusions. Preview free; download when it looks right.
NDA questions, answered
The Defend Trade Secrets Act (DTSA), at 18 U.S.C. §1833(b), requires any employer or party using an NDA or confidentiality provision to include a written notice that the other party cannot be held liable for disclosing a trade secret to a government official or attorney to report a suspected law violation, or in a court filing made under seal.
If your NDA lacks this notice, you forfeit the right to seek exemplary (punitive) damages — up to twice actual damages — and attorney fees in DTSA litigation, even if the other party willfully misappropriated your trade secrets. It's a mandatory notice, not optional boilerplate. Clausio adds it automatically and flags it if missing.
Best practice is a bifurcated term: trade secret information should be protected indefinitely (matching DTSA protection, which has no statutory expiry under 18 U.S.C. §1839). Other confidential information — business strategies, pricing, non-patented processes — should have a fixed 2–5 year window.
Courts in New York, Texas, Delaware, and Massachusetts have declined to enforce perpetual confidentiality obligations on ordinary business information, finding them an unreasonable restraint. A blanket "forever" NDA for all information carries enforceability risk for the non-trade-secret portion.
Use a one-way (unilateral) NDA when only one party is sharing confidential information — for example, before sharing a business idea with a potential vendor, or when onboarding a contractor to work on your IP.
Use a mutual (bilateral) NDA when both parties will exchange confidential information — typical in partnership discussions, joint ventures, or due diligence where both sides reveal sensitive details. If you're not sure, mutual NDAs are generally accepted by both parties without friction and provide symmetric protection.
A well-drafted NDA is enforceable regardless of where it came from, as long as it includes the required clauses, identifies the parties correctly, has adequate consideration, and is signed. The problem with most free templates isn't that they're free — it's that they're generic, miss required clauses (like the DTSA §1833(b) notice), or have overbroad terms that courts have declined to enforce.
Clausio generates a tailored draft based on your specific parties and situation, then flags missing required clauses before you download. For high-stakes agreements — acquisition discussions, IP licensing, anything involving significant trade secrets — we recommend attorney review in addition to any AI-generated draft. That said, for everyday vendor NDAs and contractor confidentiality agreements, a well-structured clause-checked template holds up.
No. Clausio is an AI-assisted document drafting tool, not a law firm and not a substitute for a qualified attorney. We do not provide legal advice, and using Clausio does not create an attorney-client relationship. Documents are AI-generated and provided for general informational purposes only.
For any agreement that matters to you — especially those involving significant trade secrets, large financial exposure, or relationships with major counterparties — have a qualified attorney in your jurisdiction review the document before you sign or rely on it. Full disclaimer →
Related documents and guides
Need to protect your work and get paid reliably? A freelance contractor agreement covers IP ownership, payment terms, scope, and termination — often paired with an NDA. See freelance contract template →
When an NDA actually helps, when it gives false confidence, and what the federal DTSA whistleblower notice means for your agreement. Read the guide →
NDAs used with contractors also trigger the DTSA §1833(b) notice requirement. Understanding IC classification helps you use the right agreement structure. Read the guide →
Stop relying on a template that skips the required clauses.
Get a tailored NDA — mutual or one-way — with a built-in clause check. The DTSA whistleblower notice, duration, exclusions, and remedies, all in one draft. Free preview, no credit card.
Create my NDA free →Free preview · not legal advice