NDA Template: How to Write and Sign One Online (2026)

You're about to share your business idea with a potential partner. Or hand over customer data to a new contractor. Or pitch your startup to investors who also talk to your competitors every week. You need an NDA template, and you need it before that meeting.

A non-disclosure agreement (NDA) is one of those documents people know they should use but often skip because it feels like too much hassle. The truth is, a good NDA doesn't have to be complicated. It's a simple contract that says: "I'm sharing confidential information with you, and you agree not to share it with anyone else."

This guide gives you a ready-to-use NDA template, explains what every clause means, walks you through the different types of NDAs, and shows you how to get yours signed online in about three minutes. No lawyer required for standard use cases.

What Should an NDA Include?

Every NDA template needs six core sections. Skip any of them and you've got a document with holes that won't hold up when it matters.

1. Identification of Parties

Who's sharing the information and who's receiving it? Use full legal names and addresses. If a company is involved, include the entity name and registration number, not just the name of the person signing.

2. Definition of Confidential Information

This is where most NDAs either succeed or fail. "All information shared between the parties" is too vague. Be specific about what counts as confidential:

• Business plans, financial projections, pricing strategies
• Customer lists, vendor contacts, supplier agreements
• Technical data, source code, product designs, prototypes
• Marketing strategies, unreleased product information
• Any other proprietary information marked as "confidential"

Also define what's not confidential: information that's already public, information the receiving party already knew, or information they independently developed without using your secrets.

3. Obligations of the Receiving Party

What is the person receiving your information allowed and not allowed to do? Standard obligations include:

• Not disclosing confidential information to third parties
• Using the information only for the agreed purpose (e.g., evaluating a business partnership)
• Taking reasonable steps to protect the information (at least the same care they'd give their own secrets)
• Limiting access to employees or advisors who genuinely need to know

4. Duration and Term

How long does the NDA last? Most NDAs run for two to five years. Some types of information, like trade secrets, can be protected indefinitely. The term should match the sensitivity of the information. A product launch date? Maybe six months is fine. A proprietary algorithm? You probably want three to five years, or "for as long as the information remains a trade secret."

5. Exclusions

Not everything falls under an NDA, even if you want it to. Standard exclusions include:

• Information that becomes publicly available (through no fault of the receiving party)
• Information the receiving party can prove they already had
• Information received from a third party who wasn't bound by confidentiality
• Information independently developed without reference to the confidential material
• Disclosures required by law or court order

6. Remedies and Consequences

What happens if someone breaks the NDA? Typically, the disclosing party can seek an injunction (a court order to stop further disclosure) and sue for damages. Some NDAs include a specific penalty amount for each breach. Others simply reference that the disclosing party may pursue "all available legal remedies."

Under the Defend Trade Secrets Act (DTSA) in the US, trade secret misappropriation can lead to federal civil action and even criminal penalties. In the EU, the Trade Secrets Directive (2016/943) provides a similar framework for member states.

Types of NDAs

Not all NDAs work the same way. The type you need depends on who's sharing information and in which direction.

When to use which:

• Unilateral NDA: You're hiring a freelance developer and giving them access to your codebase. They don't share anything confidential with you. One-way protection is all you need.
• Mutual NDA: You're exploring a partnership with another company. Both sides will share financial data, customer insights, and product roadmaps. Both sides need protection.
• Multilateral NDA: Three companies are collaborating on a joint product. Instead of signing six separate NDAs between each pair, one multilateral NDA covers everyone.

For most situations, a unilateral or mutual NDA is enough. Multilateral NDAs come up mostly in corporate or government contexts.

How to Write an NDA

Writing an NDA from scratch sounds intimidating, but it's really just filling in the blanks of a proven structure. Here's how to do it step by step.

Step 1: Choose the right type. Decide if you need a unilateral, mutual, or multilateral NDA based on who's sharing information.

Step 2: Name the parties. Full legal names, addresses, and roles (disclosing party, receiving party, or both).

Step 3: Define what's confidential. List the specific categories of information being protected. The more concrete, the better. "All information about Project Aurora including technical specifications, timelines, and budget figures" beats "all information shared between the parties."

Step 4: Set the term. Pick a duration that matches the sensitivity of the information. Two years is a reasonable default for most business relationships. For trade secrets, consider extending it or tying it to how long the information remains secret.

Step 5: Spell out the obligations. What can and can't the receiving party do with the information? Be clear about permitted uses and restrictions.

Step 6: Add exclusions. Include the standard carve-outs for public information, independently developed information, and legally required disclosures.

Step 7: Define consequences. State that breaches may result in injunctive relief and damages. If you want a specific penalty, include it.

Step 8: Get it signed. Both parties sign, both parties get a copy. Done.

NDA Template for Common Use Cases

The clauses you emphasize depend on the situation. Here's what to focus on for three common scenarios.

Freelancer or Contractor NDA

You're bringing on a designer, developer, or consultant who'll see internal data. Focus on:

• Clear definition of what project materials are confidential
• Obligation to return or destroy all materials when the project ends
• Restriction on using your information for other clients
• Term that extends beyond the project completion (usually 2 years after the contract ends)

Pair this with your freelancer contract for complete coverage.

Startup and Investor NDA

Investors see dozens of pitches a week. Some will sign NDAs, many won't. If they will:

• Keep it short and reasonable (investors hate 10-page NDAs)
• Focus on truly unique information, not your general business concept
• Set a shorter term (1-2 years)
• Accept that the investor may see similar ideas from other startups

Reality check: most seed-stage investors won't sign NDAs. They see too many similar ideas. Consider whether the NDA is actually necessary, or whether the meeting itself is more valuable than the risk.

Employee NDA

New hires often sign NDAs as part of their onboarding package. Key points:

• Define confidential information broadly but fairly (customer data, internal processes, financial information, product roadmaps)
• Specify that the obligation survives termination of employment
• Include a non-compete clause only if legally enforceable in your jurisdiction (many places restrict or ban non-competes)
• Make clear that the employee's general skills and knowledge are not confidential information

Sign Your NDA Online with CanUSign

You wrote the NDA. Now you need signatures. Printing it out, mailing it, waiting for a wet signature, and scanning it back is a process from 2005. Today there's a faster way.

Upload your NDA to CanUSign, mark the signature fields, enter the other party's email, and send. They open the link, read the document, and sign it on their phone or laptop. No account needed on their end.

Both parties get a signed PDF with timestamps and a signature certificate. The whole process takes about three minutes. At just €1 per signed document, it's the cheapest way to protect information worth thousands.

Electronic signatures are legally binding in the EU (eIDAS Regulation), the US (ESIGN Act), the UK, Canada, Australia, and most other countries. Your electronically signed NDA carries exactly the same legal weight as one signed with a pen.

Already have an NDA? Upload it directly. Need a starting point? Check our NDA Vorlage template page for ready-to-use templates in multiple languages.

Frequently Asked Questions

Is an NDA legally binding?

Yes. An NDA is a legally binding contract as long as it has the essential elements: offer, acceptance, consideration (both parties get something), and mutual consent. A signed NDA can be enforced in court. If the receiving party violates it, you can seek injunctions and financial damages. Electronic signatures are valid for NDAs in virtually every jurisdiction.

What should an NDA include at minimum?

At minimum, your NDA needs: the names of both parties, a clear definition of what information is confidential, the obligations of the receiving party, the duration of the agreement, exclusions for information that doesn't qualify as confidential, and signatures from both parties. Without any of these, the NDA has gaps that could be exploited.

How long should an NDA last?

Most NDAs last between two and five years. The right duration depends on the type of information being protected. Business strategies or product launch plans might only need protection for a year or two. Trade secrets, proprietary technology, or customer databases often justify longer terms. Some NDAs protect trade secrets "for as long as the information remains confidential," which can mean indefinitely.

Can I use a free NDA template?

Absolutely. A free NDA template works perfectly for standard business situations like hiring contractors, sharing business plans, or starting partnerships. The key is customizing it for your specific situation rather than using it as-is. Make sure the definition of confidential information matches what you're actually sharing. For high-stakes situations involving large sums of money or complex IP, consider having a lawyer review your customized template.

What's the difference between an NDA and a confidentiality agreement?

Nothing. They're the same document with different names. "Non-disclosure agreement" and "confidentiality agreement" are used interchangeably. Some industries prefer one term over the other, but the legal effect is identical. You might also hear "proprietary information agreement" or "secrecy agreement," and those are the same thing too.

Wrapping Up

An NDA protects your most valuable asset: your ideas, your data, and your competitive advantage. The template and guidance in this article cover the vast majority of situations where you need one. Pick the right type, define your confidential information clearly, set a reasonable term, and get it signed before sharing anything sensitive.

The fastest way to get your NDA signed today: upload it to CanUSign, add signature fields, send the link, and have a legally binding signed NDA in your inbox within minutes. No printing, no scanning, no waiting.