How do I create an NDA?

Choose unilateral (one-way) or mutual (two-way), define what counts as confidential information, set the duration (typically 2-5 years), specify permitted disclosures, and include remedies for breach. Generate a free NDA in 2 minutes at iContract — customizable for any industry.

Creating an NDA takes under 5 minutes if you cover the essentials:

  • Unilateral — only one party shares confidential info (most common: hiring contractors, pitching investors).
  • Mutual / Bilateral — both parties share secrets (used in partnerships, JVs, M&A).

Step 2: Identify the parties — full legal names of disclosing and receiving parties.

Step 3: Define 'Confidential Information' — be specific: trade secrets, customer lists, financials, code, business plans, formulas. Avoid 'all information ever shared' — courts strike down overly broad NDAs.

Step 4: State the purpose — why information is being shared (e.g., 'to evaluate a potential business partnership').

Step 5: Set duration — typical 2-5 years. Trade secrets can be perpetual.

Step 6: List permitted disclosures — to attorneys, accountants, by court order, with prior written consent.

Step 7: Specify return/destruction of materials when relationship ends.

Step 8: Add remedies for breach — injunctive relief, damages, attorney's fees.

Step 9: Governing law — which state's law applies.

Step 10: Signatures — both parties + date.

Common mistakes: NDAs that try to cover 'all information forever' (unenforceable), NDAs in California that prevent discussion of harassment (illegal under SB 331), NDAs without a clear purpose statement.

Generate a free unilateral or mutual NDA at icontract.pro/nda-generator — customized to your state and use case.

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