NDA Generator

A one-way (unilateral) NDA protects information flowing in one direction: one party (the disclosing party) shares confidential information and the other (the receiving party) agrees to keep it secret. Use a one-way NDA when you are sharing your business idea, financials, or trade secrets with a potential partner, contractor, or employee. A mutual (bilateral) NDA protects information flowing in both directions: both parties share and protect each other's confidential information. Use a mutual NDA when both parties will be disclosing proprietary information — for example, in merger and acquisition discussions, joint venture negotiations, or technology licensing talks. LegalStack offers both types free: NDA Generator (one-way or mutual), Mutual NDA Generator, and Unilateral NDA Generator.

A complete NDA must include: (1) definition of confidential information — what is and isn't covered (trade secrets, business plans, financial data, customer lists, technical specifications); (2) exclusions — information that is already publicly known, independently developed by the receiving party, or received from a third party without restriction is NOT protected; (3) obligations of the receiving party — how they can use the information (permitted use only) and what they cannot do; (4) term — how long the confidentiality obligation lasts (typically 2–5 years; indefinite for trade secrets); (5) return or destruction of information — what happens to disclosed materials at the end of the relationship; (6) remedies for breach — most NDAs specify that breach causes irreparable harm and entitles the disclosing party to injunctive relief (a court order) plus damages; (7) governing law — which state's law applies.

NDA duration (the "term") depends on the type of information being protected. Standard range: 2–5 years for general business confidential information — financial data, business plans, customer lists, and proprietary processes. Trade secrets: indefinite protection is appropriate because trade secrets (formulas, processes, source code, algorithms) remain protectable under the Uniform Trade Secrets Act (UTSA) and federal Defend Trade Secrets Act (DTSA) for as long as they remain secret. Employee NDAs: California courts disfavor perpetual NDAs for employees and may limit enforcement; 2–3 years is more defensible. The NDA term is separate from the relationship term: many NDAs specify that confidentiality obligations survive termination of the underlying agreement for 2–5 years.

NDAs are enforceable in California with important restrictions. California SB 331 (Silenced No More Act, effective January 1, 2022) prohibits NDAs that prevent employees from disclosing details of workplace sexual harassment, discrimination, or retaliation claims — these are void as against public policy. California also prohibits NDAs that prevent reporting crimes or violations of law to law enforcement. Business-to-business NDAs protecting trade secrets and proprietary business information are fully enforceable under California's Uniform Trade Secrets Act (Cal. Civ. Code §§3426–3426.11). Key difference from other states: California does NOT allow non-compete clauses in employment contracts (Cal. Bus. & Prof. Code §16600), but NDAs and trade secret protections remain valid and enforceable.

NDA breach consequences depend on what the agreement specifies and the nature of the breach. Available remedies: (1) injunctive relief — a court order requiring the breaching party to stop using or disclosing the confidential information; this is the most common remedy for NDA breach because it stops ongoing harm; courts frequently grant temporary restraining orders (TROs) in NDA breach cases; (2) actual damages — compensation for provable financial losses caused by the breach; (3) unjust enrichment — the amount the breaching party gained from using your confidential information; (4) liquidated damages — if the NDA specifies a set amount per breach; (5) attorneys' fees — most NDAs include fee-shifting provisions allowing the prevailing party to recover legal fees. Federal trade secret misappropriation claims under the DTSA (18 U.S.C. §1836) can also be brought alongside NDA breach claims.