How to Write a Simple NDA: A Template and Plain Guide (2026)

What an NDA means A non-disclosure agreement, or NDA, is a contract in which one or both sides promise to keep certain information secret and to use it only for an agreed purpose. People also call it a confidentiality agreement or a secrecy agreement. You use one before you share something you do not want copied or leaked: a product idea, a customer list, pricing, source code, a recipe, or financials you show an investor. There are two common shapes. A one-way, or unilateral, NDA protects one side when only that side is sharing secrets, for example when you pitch an idea to a factory. A mutual NDA protects both sides when both are sharing, for example when two companies explore a partnership. An employee confidentiality and non-disclosure agreement is a one-way NDA built into a job, where the worker promises to protect what they learn on the job. This page is general information, not legal advice. The enforceability of confidentiality terms and restraints varies by country and state, so confirm your local position before you rely on a clause. ## A simple NDA template you can copy ```

NON-DISCLOSURE AGREEMENT Date: [date] PARTIES Discloser: [name], of [address] Recipient: [name], of [address] 1. PURPOSE The Recipient needs Confidential Information to [state the purpose, for example "evaluate a possible supply arrangement"]. The Recipient may use the information only for this purpose. 2. CONFIDENTIAL INFORMATION "Confidential Information" means information the Discloser shares that is marked confidential or that a reasonable person would treat as confidential, in any form, including [ideas, designs, pricing, customer lists, source code, financials]. 3. EXCLUSIONS Confidential Information does not include information that is already public, that the Recipient already had without a duty of secrecy, that a third party shares freely, or that the Recipient develops independently. 4. THE RECIPIENT'S PROMISES The Recipient will keep the information secret, will not share it except with staff who need it and are under similar duties, and will protect it with reasonable care. 5. TERM AND SURVIVAL This agreement starts on the date above and the duty of secrecy lasts for [for example 3 years] after disclosure [or "for as long as the information stays a trade secret"]. 6. RETURN OR DESTRUCTION On request, the Recipient will return or destroy the information and any copies. 7. NO LICENCE Nothing here transfers ownership or grants any licence in the information. 8. REMEDIES The Discloser may seek an injunction in addition to any other remedy if the Recipient breaks this agreement. 9. GOVERNING LAW This agreement is governed by the law of [place], and the courts of [place] have jurisdiction. SIGNED Discloser __________ Date ______ Recipient __________ Date ______

- A definition so wide it covers everything, which courts may cut back or refuse to enforce.
- No exclusions, which makes the promise unrealistic.
- An indefinite term on ordinary information, which can be read as unreasonable.
- Signing without checking who is actually bound. An NDA signed by one employee may not bind the whole company. ## What happens if you violate an NDA Breaking an NDA is a breach of contract. The other side can sue for damages, meaning the money they lost, and can ask a court for an injunction to stop further disclosure or use. If the information is a trade secret, separate trade secret laws may add remedies in some countries. Where the NDA is part of an employment contract, breach can also lead to dismissal. Courts do look at whether the terms were reasonable, so an overbroad NDA may be read down or, in extreme cases, not enforced. ## How jurisdiction changes things The core idea of an NDA travels well, but the edges differ. In the United States, trade secret protection is reinforced by statute, and some states limit how far confidentiality can restrict a former worker. In the United Kingdom, confidentiality is largely a matter of contract and the law of confidence, and NDAs cannot be used to hide wrongdoing or silence protected disclosures. In India, confidentiality is enforced through contract law and, for employees, through reasonable terms. Always confirm the local rules and, for high stakes information, have a professional review the wording. ## Keeping NDAs under control One NDA is easy. The trouble starts at the fiftieth, when nobody can quickly answer who you are bound to, for what purpose, and until when. Confidentiality terms also hide inside larger agreements, so the real work is drafting a clean NDA, spotting a one-sided clause before you sign, and tracking every obligation with its date and counterparty. That is the same job companies face across all their contracts, and it is why drafting, understanding, editing, tracking, and governing a document like this can live in one AI workspace tuned to how your company contracts and built on Claude, with transparent per-seat pricing. [Adira](https://adiralaw.com) is built around that single-workspace idea for business contracts. For a one-off NDA, the template above is enough on its own; the habit worth keeping is holding every promise you make in one place where you can find it again.