NDA Template (Free Mutual Non-Disclosure Agreement)
Use this when you and a client will exchange sensitive information before a contract exists: pricing, roadmaps, customer lists, source code, designs or financial data. It is mutual, so both sides are bound. Change the five clauses below before you send it.
5 clauses to change before you send it
1. What counts as confidential
Blanket wording ("all information disclosed") is broad but hard to enforce; marked-only wording is precise but easy to work around. A common middle ground: written material is covered automatically, and oral disclosures are covered if confirmed in writing within 10 business days.
2. Exclusions
Every NDA needs carve-outs: information already public, already known to the receiver, independently developed, or required by law to be disclosed. Without the last one, a court order puts the receiver in breach through no fault of their own.
3. Term and survival
Two years for the exchange, three years of surviving confidentiality is typical for freelance work. Trade secrets should survive indefinitely. An NDA with no end date is harder to enforce and harder to sell to a client.
4. Return or destruction
Say what happens at the end: return, delete, and confirm in writing within a set number of days. Add that one archival copy may be retained where required by law or backup policy.
5. No licence and remedies
State clearly that no IP licence is granted — an NDA is not a collaboration agreement. Add that breach may cause irreparable harm so injunctive relief is available, otherwise your only remedy is damages you have to prove.
Local differences
US: state law governs most NDAs; some states restrict non-compete style terms, so keep the NDA to confidentiality only. EU/UK: personal data inside the NDA is also GDPR data, so name a lawful basis and a retention period. If either side is a company, check who has authority to sign.
What this NDA covers
Definition of confidential information, obligations of the receiving party, standard exclusions, term and survival, return or destruction, no-licence statement, remedies and governing law.
It is mutual: either party can disclose and either party can receive. That is usually the right shape for a freelance engagement where both sides share pricing, process and client details.
How to use it
Download the DOCX, fill in the parties and the purpose, delete clauses that do not apply, and send a PDF for signature. Keep the signed copy for at least the survival period plus your local limitation period.
If the client sends their own NDA instead, read the definition, the term, and the non-solicit section first — those three cause the most disputes.
When you actually need an NDA
You need one when you are about to share something that would hurt you if it were repeated: pricing architecture, an unreleased product, a client list, source code. You do not need one for a general sales call or a public portfolio review.
The practical cost of a needless NDA is friction. Sending one before a first conversation signals distrust and slows the deal. Send it when the conversation moves to specifics.
Mutual or one-way
One-way NDAs are for situations where only one side discloses: an employee, a contractor receiving a dataset, a vendor quoting against a detailed brief. Mutual NDAs are for partnerships and freelance engagements where both sides share.
Choosing mutual when only one side discloses is not "safer" — it is just unnecessary and makes the document look copied from a template.
Frequently asked
Is a mutual NDA better than a one-way NDA?
For freelance work, usually yes. A mutual NDA costs nothing extra and avoids the awkward moment where the client asks you to sign theirs and you have to ask them to sign yours.
How long should confidentiality last?
Two to five years is common for commercial information. Trade secrets can be protected indefinitely. Anything longer than five years tends to get negotiated down anyway.
Can I just use a free NDA template?
For routine freelance work, a clear template is usually enough. Have a lawyer review it once if you handle regulated data, health information, or large enterprise clients.
Does an NDA stop a client from hiring someone else?
No. An NDA protects information, not people or market position. If you need non-solicit or exclusivity, that is a separate clause and is restricted in several jurisdictions.
Can an NDA be signed electronically?
In most jurisdictions yes, and e-signature tools are widely accepted for commercial agreements. Keep the audit trail that shows who signed and when.
What happens if someone breaks an NDA?
Realistically you have to prove disclosure and damage. That is why NDAs include an irreparable-harm clause: it lets a court grant an injunction instead of making you quantify a loss that is hard to quantify.
TidyContracts provides general information and starting documents, not legal advice. We are not a law firm and do not create a lawyer-client relationship. Contract law differs by jurisdiction — have a qualified lawyer review anything important.