Non-Disclosure Agreement (NDA)

Non-Disclosure Agreement (NDA): Create a Verified NDA Online

A verified non-disclosure agreement (NDA) is a contract in which one or more parties promise to keep information confidential and use it only for an agreed purpose. Robot Lawyer drafts your NDA from your answers to a short questionnaire, for the law of the country or state you choose. On the Verified plan, a legal professional then checks it before you sign.

NDAs are also called confidentiality agreements. You can create a mutual NDA, where both sides share information, or a one-way NDA, where only one side discloses.

CONTENTS

What Is a Non-Disclosure Agreement?

An NDA is a legally binding promise not to reveal or misuse information shared in confidence. It defines what counts as confidential, what the receiving party may do with it, who else may see it and for how long the duty lasts.

Without a written NDA, you may still have some protection under the general law of confidence or trade secrets, depending on where you are. Those rights are harder to prove and enforce. A signed NDA makes the obligations clear and gives you a contract to rely on if information is leaked.

When Do You Need an NDA?

Use an NDA before you share anything you would not want a competitor or the public to see. Typical situations include:

• Talking to investors, buyers or partners
  Before sharing financial information, business plans or a pitch deck.
• Working with contractors and consultants
  Before a freelancer, agency or consultant sees your systems, code or customer data.
• Product and technology development
  When you show a prototype, invention or source code to a manufacturer or developer.
• Joint ventures and collaborations
  When two businesses explore working together and both need to share information.
• Employees and recruitment
  When a candidate or new starter will see sensitive information. Employment contracts usually include their own confidentiality clause, so a separate NDA is optional.

Mutual vs One-Way NDAs

• Mutual NDA
  Both parties disclose and both are bound. Best for partnerships, joint ventures and deal discussions.
• One-way (unilateral) NDA
  Only one party discloses. Best when you are sharing information with a contractor, supplier or potential investor. For a stand-alone version, see our One Way Confidentiality Agreement.
• Multi-party NDA
  Three or more parties. The obligations run between every pair of parties, so you only need one document.

Robot Lawyer chooses mutual or one-way from your answers about who owns the information.

What's Included in Your NDA?

• The parties
  Companies or individuals, with addresses and, for companies, their registered details.
• The purpose
  Why information is being shared, so it can only be used for that reason.
• Confidential information
  A broad definition with examples drawn from your answers, such as pricing, customer lists, designs or source code.
• Exclusions
  Information that is already public, already known to the recipient, independently developed or received lawfully from someone else.
• Obligations
  Keep the information secure, use it only for the purpose and share it only with people who need to know it, such as employees and professional advisers, who are bound by the same duty.
• Disclosure required by law
  What happens if a court, regulator or law requires disclosure.
• Duration
  How long the agreement and the confidentiality duty last.
• Return or destruction
  What happens to the information when the discussions end.
• Remedies
  Recognition that the discloser may seek an injunction (a court order to stop disclosure) as well as damages.
• Governing law and jurisdiction
  The law of the country or state you choose, and its courts.

Key Clauses to Get Right

The definition of confidential information, the purpose and the duration do most of the work in an NDA. A definition that is too narrow leaves gaps; one that covers everything can be hard to enforce. Your answers about what you want to protect are used as examples within the definition, never as a limit on it.

An NDA can't stop someone doing what the law protects. In many countries, including the UK and the US, a confidentiality clause can't prevent a person reporting a crime to the police, making a whistleblowing disclosure to a regulator or, in many places, speaking about harassment or discrimination.

How to Create an NDA on Robot Lawyer

1. Answer the questions
   Tell us who the parties are, why you are sharing information, what you want to protect, when the agreement starts and how long it should last.
2. Generate your NDA
   We draft a mutual or one-way NDA under the governing law you choose, with clear placeholders for anything you leave blank.
3. Get it verified
   On the Verified plan, a qualified legal professional checks your NDA within 24 hours and makes amendments where needed. See how our documents are verified.
4. Sign before you share
   Ask every party to sign before any confidential information is disclosed. Electronic signatures are accepted for NDAs in most countries.

How Much Does an NDA Cost?

Robot Lawyer is a subscription. The Essentials plan is £13.99 a month, and the Verified plan, which includes verification of your finished document by a legal professional, is £24.99 a month. Both start with a 7-day free trial. See our pricing.

Non-Disclosure Agreement FAQs

How do I create an NDA online?

Answer a short questionnaire about the parties, the purpose and the information you want to protect. Robot Lawyer then drafts a complete NDA for the governing law you choose, ready to download, review and sign.

What makes an NDA legally binding?

Like any contract, an NDA needs the parties' agreement, a clear description of the obligations and, in common-law countries, something given in return (often the disclosure of the information itself). Signing it before information is shared is the safest approach.

How long does an NDA last?

As long as the agreement says. Two to five years is common for business discussions. Trade secrets are often protected for as long as they remain secret. You choose the duration in the questionnaire.

What happens if someone breaks an NDA?

The discloser can usually ask a court for an injunction to stop further disclosure and claim damages for any loss. The first step is often a formal letter, such as a Cease and Desist Letter.

Can an NDA cover information shared before it was signed?

It can, if the agreement expressly says so. If you have already shared information, say so in your answers and check the definition of confidential information before anyone signs.

Do I need a mutual or a one-way NDA?

If both sides will share confidential information, use a mutual NDA. If only you are sharing, a one-way NDA is simpler and puts the obligations on the recipient only.

Are NDAs enforceable in the UK?

UK only: yes. NDAs are enforceable in England and Wales, Scotland and Northern Ireland if they are reasonable and clearly drafted. A clause that tries to stop protected whistleblowing, or the reporting of a crime, will not be enforced.

Create a Verified NDA Online

Protect your information before you share it. Related documents: Trade Secret Protection Agreement, Non-Compete Agreement, Joint Venture Agreement and Independent Contractor Agreement.