Free NDA Generator

A confidentiality agreement creates a contractual duty over a defined set of information for a defined stretch of time, and its edges are the four fields this form asks you to fill in: what counts as confidential, what the receiving side may do with it, how long the duty runs, and whose courts decide a dispute. The trade is that the document buys a remedy and the remedy needs proof. Six months after a conversation, the argument is rarely about whether a duty existed. It is about which slide, which repository, which call, and on what date.

The carve-outs do most of the work in practice. Standard drafting exempts information already public, already held before disclosure, received from a third party without restriction, or independently developed, and the last of those is the one that ends arguments: a receiving party that can date its own prior work owes nothing on that part. Trade secret law tightens the same screw from the other side. Under the Defend Trade Secrets Act, at 18 U.S.C. 1839(3), information qualifies only where the owner took reasonable measures to keep it secret, so an unmarked file mailed to twelve people is thin evidence whatever the agreement says.

Mutual or one-way looks like the only real choice on the form, and the term field is the one that decides more. A five-year clause ends the duty on a schedule, which is fine for pricing and roadmaps and wrong for anything you intend to hold as a trade secret, since that protection lasts while secrecy does. The usual answer is a split: a fixed term for ordinary confidential information and a clause that runs for as long as the material stays secret for the rest. The federal claim itself runs on a three-year limitation period under 18 U.S.C. 1836(d), counted from the point the misappropriation was discovered or should have been.