NDA Generator

What exactly changes between the one-way and mutual versions?

The opening sentence, the way the parties are named and the recital. One-way opens “This Non-Disclosure Agreement” and calls the parties “Disclosing Party” and “Receiving Party”. Mutual opens “This Mutual Non-Disclosure Agreement”, calls them “Party A” and “Party B”, and its recital makes each party a discloser when it discloses and a recipient when it receives. The numbered clauses 1 to 10 are the same text in both.

In the mutual version, who is bound by clause 2?

Clause 2 is addressed to “the Receiving Party”. In the mutual recital that label applies to whichever party is receiving Confidential Information at the time, so both sides carry the obligations. Party A is whatever you typed in the first field and Party B the second.

When does the confidentiality period start?

The term reads “[N] year(s) from the date of this Agreement”, counted from the agreement date, not from each disclosure. Choosing Indefinitely gives “shall remain in effect indefinitely”. The date field is free text and is not validated, and an unrecognised term value falls back to two years.

Where does the purpose of disclosure appear?

In the recital and in clause 2(c), which limits use of the information “solely for the purpose of” what you wrote. A blank field becomes “[purpose of disclosure]”. A narrow purpose gives a narrower permitted use, so describe it specifically.

How is legally compelled disclosure handled?

Clause 3 lists four exclusions: public information, information already known, information received from a third party without restriction, and independently developed information. Disclosure required by law, regulation or court order sits in a separate paragraph requiring prompt written notice where permitted, and it does not remove the confidential status for other purposes.

What does the governing-law clause say?

It states that the agreement is governed by the laws of whatever you typed, without regard to conflict of law principles. It does not name a court, a venue or arbitration, and a blank field prints [Governing Jurisdiction].

Who signs, and how?

Two blocks are printed, one for each party’s name as you entered it, each with blank lines for signature, name, title and date. There are no witness lines and no electronic-signature mechanism.

What is not covered?

Non-compete or non-solicitation terms, assignment, severability, amendment, notice addresses, treatment of personal data, and a definition of how information must be marked. An NDA for an employee or an investor deal may need more than this template provides.