How to Write an NDA: A Step-by-Step Guide

Protect your trade secrets, business plans, and confidential info with a properly drafted Non-Disclosure Agreement.

Published 2026-04-11 · 10 min

Step 1: Choose the Right Type

Unilateral NDA — one party shares confidential info (e.g., you hire a contractor and share trade secrets). Mutual NDA — both parties share (e.g., partnership discussions, M&A talks). Pick based on info flow.

Step 2: Define 'Confidential Information'

Be specific. Bad: 'all information shared.' Good: 'trade secrets, customer lists, financial data, marketing strategies, technical specifications, and any information marked as Confidential.' Also list what's NOT confidential: public info, info known before disclosure, info from third parties without obligations.

Step 3: Set Duration

Most NDAs run 2-5 years. Trade secrets can be perpetual ('until information enters public domain'). Anything over 10 years is often unenforceable. Default to 3 years for general business NDAs.

Step 4: Specify Permitted Disclosures

List exceptions: disclosure to attorneys/accountants under confidentiality, disclosure required by court order or law, disclosure to employees with need-to-know (under their own NDA).

Step 5: Add Return/Destruction Clause

Upon termination of the relationship or NDA expiry, the receiving party must return or destroy all confidential materials, with written certification.

Step 6: Define Remedies for Breach

Standard language: 'Receiving party acknowledges that breach would cause irreparable harm, and Disclosing party is entitled to injunctive relief in addition to monetary damages.' This lets you stop a breach immediately rather than waiting for a lengthy lawsuit.

Common NDA Mistakes

FAQ