Non-Disclosure Agreement (NDA) Template

Protect confidential information shared between two parties: mutual or one-way, purpose, exclusions, term, return of information and remedies.

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Simple Full Plain-English Summary

Full: detailed and comprehensive, with optional clauses you can switch on.

This template is not legal advice; consult a licensed attorney in your state. Laws, required disclosures and signing formalities (witnesses, notarization, recording) vary by state and county.
E-Sign Auto is not a law firm and does not provide legal advice.

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1. Parties2. Details 1/23. Details 2/24. Optional clauses

Parties

Signing order: Disclosing Party / Party A → Receiving Party / Party B. Each signer is invited after the previous one signs.

1. Disclosing Party / Party AFull name *Email (to send the signing link)

2. Receiving Party / Party BFull name *Email (to send the signing link)

Signature, date and name fields are added for every signer automatically.

Details 1/2

Effective date *Type (mutual or one-way, Party A discloses) *Party A addressParty B addressPurpose of sharing informationConfidentiality period (years) *

Details 2/2

Governing state *County for venue [STATE-SPECIFIC] *

Optional clauses

Binding arbitration instead of court
BINDING ARBITRATION. Any dispute not resolved by negotiation or mediation shall be settled by binding arbitration before a single arbitrator under the rules of a recognized arbitration provider, held in the county named for venue (or the governing state). Judgment on the award may be entered in any court with jurisdiction.Winner recovers attorney fees
ATTORNEY FEES. In any action to enforce this document, the prevailing party may recover its reasonable attorney fees and costs.Waive jury trial
JURY WAIVER. To the extent permitted by law, each party waives trial by jury in any action arising out of this document.Force majeure (excuse for events beyond control)
FORCE MAJEURE. Neither party is liable for delay or failure to perform (other than payment) caused by events beyond its reasonable control, such as natural disasters, war, epidemics or government action, if it gives prompt notice and resumes performance as soon as practical.No assignment without consent
ASSIGNMENT. Neither party may assign this document without the other party's prior written consent, except to a successor of its entire business.

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Signature, initials (every page) and date fields are placed for each party. You can review and adjust them before sending.

Live preview

What the sections mean (plain English)

PURPOSE: Explains why the parties are entering into this document.
CONFIDENTIAL INFORMATION: Basic facts about the business: where it is registered and its official address and agent.
EXCLUSIONS: What the price covers, what it does not, and options priced separately.
COMPELLED DISCLOSURE: Information the law may require one side to give the other; your state may require specific forms.
TERM: How long it lasts and how either side can end it.
NO LICENSE; NO WARRANTY: Promises about quality or condition, and what is not promised.
WHISTLEBLOWER NOTICE: How the parties must officially contact each other.
GOVERNING LAW AND VENUE: Which state's law applies and where any lawsuit must be filed.
SEVERABILITY: If a court strikes one clause, the rest still counts.
ENTIRE AGREEMENT; AMENDMENT: How this document can be changed later.
NOTICES: How the parties must officially contact each other.
COUNTERPARTS; ELECTRONIC SIGNATURES: E-signatures are valid and each party can sign separately.
DISPUTE RESOLUTION: How disagreements get handled before anyone goes to court.
Optional clauses: Extra terms you can switch on or off in step 3. Leave them off if unsure.

How to use this Non-Disclosure Agreement (NDA) template

Answer the guided questions. Your name and company fill in automatically from your profile.
Pick the governing state and complete the [STATE-SPECIFIC] blanks. Switch optional clauses on or off.
Check the live preview, then create the document. Signature, initial and date fields are placed for each party.
Review the fields and send. Each party signs in order, and everyone gets the signed PDF.

Frequently asked questions

Is this Non-Disclosure Agreement template free?

Yes. You can fill it in, download it and send it for electronic signature with a free E-Sign Auto account.

Is an electronically signed Non-Disclosure Agreement legally binding?

In the U.S., the federal ESIGN Act and state UETA laws generally give e-signatures the same effect as handwritten ones. Check your state's rules.

Does this template work in my state?

It is a generic, state-neutral starting point. Pick your governing state and complete every blank marked [STATE-SPECIFIC]. This template is not legal advice; consult a licensed attorney in your state.

Who signs, and in what order?

Disclosing Party / Party A, then Receiving Party / Party B. Each signer gets a secure link in that order, with signature, initial and date fields already placed.