1. Decide if you need one
An NDA helps when you must share something that would hurt if it leaked, and the other side has no existing duty of confidentiality (your lawyer and accountant already do).
2. Pick one-way or mutual
Follow the information. If it flows both ways, go mutual. Compare them.
3. Name the parties exactly
Use the full legal name of each company (“Acme Robotics, Inc.”, not “Acme”) and the state it’s organized in. For companies, name the person signing and their title, and make sure they are authorized to sign.
4. Write a narrow purpose
“Evaluating a manufacturing agreement for the Model 3 speaker” beats “business discussions.” The purpose limits what the recipient may do with your information.
5. Define the information and keep the exclusions
List the categories that matter in this deal, and cover unmarked or verbal disclosures with a “reasonable person” test. Keep the four standard exclusions: without them, the NDA looks overreaching.
6. Set the term and governing law
Choose a length that matches how long the information stays valuable, with a trade secret exception. Pick the law of a state or country you’re comfortable litigating in. How long NDAs last.
7. Check the legal limits, then sign
If the recipient is an employee or contractor in the US, include the DTSA immunity notice and don’t try to restrict reporting to agencies. See the limits. Then sign, by hand or electronically, and keep a copy with a record of what you shared.
Checklist
- Right template (one-way / mutual / employee / contractor / investor / interview)
- Exact legal names, entity types, signatories
- Specific purpose
- Definition with “reasonable person” coverage + four exclusions
- Need-to-know sharing and reasonable care
- Term, survival, trade secret exception
- Return or destruction on request
- Protected-rights and DTSA language
- Governing law, signatures, dates
The generator covers every item on this list.