NDA Template Generator (Mutual or One-Way) - Plain Text

How to use

1. Choose the NDA type: Mutual if both sides will share confidential material, One-way if only your side discloses.
2. Enter the Disclosing party name and Receiving party name exactly as they appear in your deal emails or state records.
3. Pick the Effective date, set the Confidentiality term (years) (two is the common default) and describe the Purpose of disclosure.
4. Add the Governing state, then press Generate: the full nine-section skeleton appears in the output box under a TEMPLATE ONLY notice.
5. Read the notice, then use Copy or Download .txt to save the plain-text document.
6. Edit the remaining bracketed placeholders in a word processor and have a qualified attorney review before anyone signs. This generator goes far beyond a six-line starter: exclusions, obligations, return or destruction, no license, no warranty and signatures are all laid out.

General information only — not medical, financial or legal advice. Figures cross-checked against public official sources (IRS / HMRC / NHS / WHO guidance); content last reviewed September 2026. For decisions that matter, confirm with a licensed professional in your country.

About this tool

This generator assembles a structured plain-text non-disclosure agreement skeleton from your inputs: the parties, effective date, confidentiality term, purpose of disclosure and governing state, plus the clauses NDAs are judged on: definition of confidential information, standard exclusions, receiving-party obligations, return or destruction, no license, no warranty and a signature block. Choose a mutual or one-way structure and the wording adapts: a mutual NDA gives both sides the same duties, while a one-way NDA protects a single discloser. Treat it as a drafting starting point, not a finished contract; brackets mark the judgment calls a lawyer should make. State rules vary, so have a qualified attorney review before signing.

The document is intentionally generic. Section 1 defines confidential information broadly enough to cover written, oral, visual and electronic disclosures; Section 2 keeps the five exclusions courts expect: already public knowledge, prior possession, independent development, lawful receipt from another source, and court-ordered disclosure with notice. Section 3 sets the care standard, which is at least reasonable care, with disclosure limited to people who need the information for the stated purpose and are bound by similar duties. Sections 4 and 5 cover how long the duty lasts and how materials go back. Read every bracket: anything you cannot explain in your own words belongs in a conversation with your attorney.

Practical use: generate the skeleton, paste it into a word processor, and align names with the exact registered legal entities; a company should be named as it appears in state records, not by a nickname or by the person who merely signs. Two years is a common default term, but the right number is deal-specific, and trade secrets often need longer protection. Nothing you type leaves your browser: the document is assembled on your device and exists only in the text box until you copy or download it. Toolfyra offers this template as general information, not legal advice, and laws vary by state.

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