Free NDA Template — Non-Disclosure Agreement for Freelancers and Small Businesses

Free NDA Template — Non-Disclosure Agreement for Freelancers and Small Businesses

Before you share your client's unreleased product details, your proprietary process, or your business strategy with a contractor — get an NDA signed. A non-disclosure agreement template takes five minutes to customize and could protect you from months of legal headaches, lost clients, and compromised competitive advantages. When confidential information leaves your hands without a written obligation attached, you have almost no legal recourse if it ends up somewhere it should not be.

This guide is for freelancers who regularly receive sensitive client information, small business owners who work with contractors or vendors, and anyone preparing to pitch a business idea to potential partners or investors. By the end of this post you will understand exactly what an NDA is, what every solid NDA must include, how to put one into use in five straightforward steps, and what mistakes to avoid so your agreement actually holds up when it needs to.

What Is an NDA Template?

An NDA — short for Non-Disclosure Agreement — is a legally binding contract that prevents one or both parties from sharing confidential information with unauthorized third parties. It establishes a formal, enforceable obligation around what can and cannot be disclosed, to whom, and for how long. NDAs are also commonly called confidentiality agreements, and in some industries you will see them referred to as proprietary information agreements or secrecy agreements. The terminology varies but the legal function is the same: information shared in confidence must stay in confidence.

NDAs come in two main forms. A unilateral NDA (one-way NDA) is used when only one party is sharing sensitive information — for example, a client shares their unreleased marketing strategy with a freelance copywriter. The receiving party (the freelancer) is bound by the agreement; the disclosing party (the client) is not restricted in the same way because they are not receiving confidential information from the other side. A mutual NDA (two-way NDA) is used when both parties share sensitive information with each other — common in joint ventures, co-development projects, or collaborative partnerships where each side brings proprietary knowledge to the table.

For freelancers, NDAs arise in several typical scenarios: a client asks you to sign their NDA before granting access to internal systems or unreleased products; you bring in a subcontractor and need them to sign your NDA before receiving client deliverables or project briefs; or you are pitching your own business idea to a potential investor or partner and want written protection before walking them through your concept. It is important to understand that an NDA is not the same as a non-compete agreement (which restricts the parties from working in competing roles or industries) or a non-solicitation agreement (which restricts parties from recruiting each other's employees or clients). An NDA is specifically and solely about information confidentiality.

What Should an NDA Template Include?

A solid NDA template must contain eight core clauses. Each one serves a specific protective function, and omitting any of them creates an exploitable gap.

1. Definition of Confidential Information. This is the most critical clause in any NDA. It specifies exactly what types of information are covered — business plans, client lists, source code, financial data, trade secrets, product prototypes, etc. Vague language like "anything discussed between the parties" is often unenforceable because courts need clarity about what was actually protected. Be specific. If your NDA will cover source code and financial projections, say so by name.

2. Identification of the Parties. The agreement must clearly name the disclosing party (the person or entity sharing confidential information) and the receiving party (the person or entity obligated to keep it confidential). In a mutual NDA, both parties serve both roles. Use full legal names and entity types — "Acme LLC, a Delaware limited liability company" rather than just "Acme."

3. Obligations of the Receiving Party. This clause defines how the receiving party must handle the confidential information. It typically requires them to keep the information secure, use it only for the permitted purpose (usually the specific project or engagement), and not disclose it to third parties without written consent. This is where you specify practical obligations like encryption requirements, need-to-know sharing restrictions, or requirements to notify the disclosing party of any unauthorized disclosure.

4. Exclusions from Confidentiality. Not all information can be kept confidential indefinitely, and courts recognize this. Standard exclusions include information that was already publicly available before signing, information the receiving party independently developed without using the disclosed material, information received from a third party without restriction, and information required to be disclosed by law or court order. Including this clause protects the receiving party from unreasonable obligations and actually makes the agreement more credible and enforceable.

5. Term and Duration. The NDA must specify how long the confidentiality obligations last. This is typically measured from the date of signing or from the date the confidential information was disclosed. For freelance project NDAs, one to three years is common. For trade secrets or genuinely proprietary technology, indefinite terms or longer durations may be appropriate. Without a clear duration clause, the agreement may be unenforceable or subject to dispute about when obligations ended.

6. Remedies for Breach. This clause addresses what happens if the NDA is violated. It typically states that monetary damages may be inadequate and that the disclosing party is entitled to seek injunctive relief (a court order to stop the disclosure or misuse) in addition to financial compensation. Including this clause signals that you are serious about enforcement and may deter casual violations.

7. Governing Law and Jurisdiction. This specifies which state's laws govern the agreement and where any disputes will be resolved. For freelancers working across state lines, this matters significantly — the legal standards for what constitutes a trade secret or what makes a confidentiality clause enforceable vary by state. Choose the jurisdiction where your business operates or where the disclosing party is located.

8. Signatures of Both Parties with Date. An unsigned NDA is not a binding contract. Both the disclosing party and the receiving party must sign and date the agreement. Use the e-signature maker at /free-tools/e-signature-maker to get legally valid signatures quickly without printing or scanning. Note the signature date carefully — this is the date from which any duration clauses begin running.

How to Use an NDA Template in 5 Steps

Step 1: Identify the type of NDA you need. Before opening any template, decide whether you need a unilateral or mutual NDA. If you are a freelancer being asked to sign a client's NDA, the client will likely provide a unilateral agreement. If you are the one sharing information — with a subcontractor, a vendor, or a potential partner — you should use the NDA template at /contract-template/nda to generate your own agreement. Identifying the NDA type first prevents you from using the wrong structure.

Step 2: Customize the confidential information definition. Open the NDA template at /contract-template/nda and go directly to the definition clause. Replace any generic placeholder language with a precise list of what is actually being protected. This is the step most people skip, and it is the one that most often makes an NDA unenforceable. Be as specific as the situation requires.

Step 3: Fill in party details, duration, and jurisdiction. Enter the full legal names of both parties, the start date of the agreement, the duration of confidentiality obligations, and the governing state law. If you are unsure which state to choose, default to the state where your business is registered or where you primarily operate.

Step 4: Review the exclusions clause and remedies section carefully. Before sending the NDA, use the contract review checklist at /free-tools/e-signature-maker to confirm the exclusions are reasonable and the remedies clause is present. Exclusions that are too narrow will make the agreement harder to enforce; exclusions that are too broad may let the other party off the hook for genuine violations.

Step 5: Send for signature and store the signed copy. Once both parties have signed and dated the NDA, save the executed copy in a secure, searchable location — not just your email inbox. Cloud document storage with folder organization by client or project makes retrieval fast when you need to reference an agreement months or years later. Never share sensitive information before the NDA is fully signed by all parties.

Free NDA Template: Download and Customize

Eonebill offers a free, professionally drafted NDA template that covers all eight clauses outlined above. You can access, fill in, and download the NDA template at /contract-template/nda without creating an account. The template is designed specifically for freelancers and small business owners — it uses plain language where possible, avoids unnecessarily complex legalese, and includes inline guidance notes to explain what each clause means and what you should customize.

If your business regularly uses NDAs alongside other contracts — such as freelance service agreements, statement of work documents, or independent contractor agreements — consider the Eonebill Pro plan at /pricing, which gives you access to the full template library, unlimited document generation, and built-in e-signature collection. For one-off NDA needs, the free template is fully functional and ready to use today.

Best Practices for Using NDAs as a Freelancer or Small Business Owner

Always define "confidential information" specifically rather than broadly. Courts are skeptical of NDAs that purport to protect "any and all information shared between the parties" because that language is imprecise and potentially unlimited in scope. A well-defined confidential information clause — one that names specific categories of information relevant to your actual project or relationship — is far more likely to be honored and enforced.

Set a reasonable and explicit duration. For most freelance engagements, one to three years is appropriate. For trade secrets, proprietary technology, or highly sensitive business strategies, longer terms or indefinite terms may be justified. The key is to choose a duration that reflects the actual sensitivity and commercial life of the information — not just the longest possible term you can get the other party to agree to.

Get the NDA signed before sharing any sensitive information. This rule cannot be overstated. Many freelancers send a project brief or share a client's confidential materials during an initial kickoff call, intending to "send the NDA later." If something goes wrong before the NDA is signed, you have no written protection. Make NDA execution a precondition of any sensitive disclosure — not a follow-up formality.

Keep signed NDAs organized and searchable. Store executed agreements in a cloud folder organized by client name and project year. This makes it easy to retrieve the exact terms of a specific NDA when you need to assess whether a particular disclosure was covered, when the obligations expire, or what remedies you have available if something goes wrong.

Use mutual NDAs for collaborative projects where both sides are sharing sensitive information. If you are co-developing a product, partnering on a pitch, or sharing your own proprietary processes with a client as part of the engagement, a one-sided NDA leaves your own information unprotected. A mutual NDA ensures both parties have equivalent obligations and equal protection.

Common Mistakes to Avoid

Using overly broad or vague language in the confidential information definition is the single most common NDA mistake — and the one most likely to render the agreement unenforceable. "All information disclosed in connection with this agreement" sounds comprehensive, but courts routinely reject such language as too indefinite. Take the extra ten minutes to specify what you are actually protecting.

Forgetting to specify a duration turns your NDA into an agreement without an end date, which many courts will construe as unreasonable or unenforceable. Even if your intent is perpetual protection, write it explicitly: "The receiving party's obligations under this agreement shall continue indefinitely" is enforceable in many states; an NDA with no duration clause is not.

Signing an NDA without reading the exclusions clause is a mistake that costs freelancers real money. If the exclusions clause is too narrow — or absent — you may be agreeing to keep information confidential even if it becomes public knowledge through no action of your own, or even if you independently develop the same idea later. Always read and understand the exclusions before signing.

Not getting a signature before the kickoff call is a procedural error with serious consequences. It is easy to delay paperwork when you are excited to start a project, but verbal assurances do not create enforceable confidentiality obligations in most US jurisdictions. Make it a firm rule: signed NDA first, project information second.

Storing NDAs only in email and never organizing them properly means you effectively cannot find them when you need them. If a dispute arises six months after a project ends, you need to be able to produce the signed agreement quickly. Email search is unreliable, inboxes get disorganized, and old emails may be archived or deleted. Treat your signed contracts like tax documents — file them somewhere organized and back them up.

Frequently Asked Questions

What is an NDA?

An NDA (Non-Disclosure Agreement) is a legally binding contract that obligates one or both parties to keep specified information confidential and not share it with unauthorized third parties. It is also called a confidentiality agreement. NDAs are commonly used in business, freelancing, employment, and investment contexts to protect sensitive information before it is shared.

When do I need an NDA?

You need an NDA any time you are about to share or receive sensitive information that would cause harm if it became public or reached a competitor. Common situations for freelancers include: starting a project that involves access to a client's internal data or unreleased products, hiring a subcontractor who will work with your client's deliverables, and pitching a business idea to potential investors or partners.

Is a free NDA template legally binding?

Yes — a free NDA template is legally binding as long as it contains the essential elements of a valid contract: an offer, acceptance, consideration, and mutual assent (signatures). The fact that a template is free does not affect its enforceability. What matters is the substance of the agreement, that both parties have signed it, and that the confidential information definition is sufficiently specific.

What should an NDA include?

A complete NDA should include: a specific definition of confidential information, the identities of both the disclosing and receiving parties, the obligations of the receiving party, exclusions from confidentiality, the duration of the agreement, remedies for breach, governing law and jurisdiction, and signatures with dates from all parties.

How long does an NDA last?

The duration of an NDA depends on what the parties agree to and what the information is. For most freelance projects, one to three years is standard. For trade secrets or proprietary technology, the term may be indefinite. The duration should reflect how long the information remains genuinely sensitive and commercially valuable. Always specify the duration explicitly in the agreement — never leave it open-ended by omission.