Are NDAs enforceable in all 50 US states?

NDAs are enforceable throughout the US, but enforceability varies by state. California, for example, limits NDAs that restrict workers from disclosing information about workplace violations. Courts will not enforce NDAs that prevent someone from reporting illegal activity.

How long can an NDA last in the United States?

There is no universal limit. Most commercial NDAs run 2–5 years for non-trade-secret information. Trade secret protections can be indefinite. Courts may void NDAs with unreasonably long durations depending on state law.

What is the difference between a mutual and one-way NDA?

A mutual NDA protects information shared by both parties. A one-way (unilateral) NDA protects information disclosed by only one party to the other — commonly used when a business shares confidential plans with a potential partner, investor, or contractor.

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US NDA Generator

Free non-disclosure agreement for US businesses — mutual or one-way, for all 50 states

📖 Not sure if you need one? Read the NDA guide →

Agreement Details

Agreement Type

MutualBoth parties share info

One-WayOnly one party shares

Disclosing Party

Full Name / Business Name *

Address

Receiving Party

Full Name / Business Name *

Address

Purpose of Disclosure

Why are you sharing confidential information?

Confidentiality Period

Governing Law

Agreement Date

Optional Clauses

Return of materials Injunctive relief Non-solicitation Non-compete (12 months)

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An NDA (Non-Disclosure Agreement) is a legally binding contract where one or both parties agree to keep certain information confidential. In the US, NDAs are governed by state contract law, so the governing state matters.

Common situations that need an NDA:

Pitching a business idea to a potential investor or partner
Hiring a contractor who will access your systems, code, or client data
Discussing a pre-launch product or service
Sharing customer lists, internal pricing, or proprietary processes
Entering a merger, acquisition, or joint venture conversation

Which type do you need?

Mutual NDA — both parties share confidential information with each other. Use for partnerships, co-founders, or joint ventures.
One-way NDA — only one party shares confidential information. Use when hiring contractors, vendors, or employees who will access your data.

State-specific enforceability:

Non-compete clauses have varying enforceability by state. California generally bans non-compete agreements, and several other states (e.g., Oklahoma, North Dakota) heavily restrict them.
Some states require additional consideration (something of value beyond just employment) for an NDA to be enforceable.
Always choose a governing state carefully — courts may apply the law of the state where the work is performed, not just the state named in the agreement.

Tip: An NDA is only enforceable if it clearly specifies what is confidential, for how long, and what remedies are available for breach. Overly broad definitions of "confidential information" may be struck down by US courts.

What This NDA Generator Creates

This tool generates a Non-Disclosure Agreement (NDA) compliant with US federal and state trade secret law, including the Defend Trade Secrets Act of 2016 (DTSA) and the Uniform Trade Secrets Act (UTSA), adopted by 48 states. An NDA — also called a Confidentiality Agreement — is a binding contract that legally prevents the receiving party from disclosing or misusing confidential information shared during business negotiations, partnerships, or employment.

Your generated NDA will include: a definition of confidential information covering oral, written, and electronic disclosures, permitted use restrictions, standard exclusions (publicly known information, prior knowledge, independent development), obligations of the receiving party, DTSA-compliant language for enhanced federal protection, duration of confidentiality, remedies for breach including injunctive relief, and choice of governing state law.

Who needs a US NDA? Startup founders pitching to investors, businesses entering supplier or partnership discussions, employers sharing trade secrets with staff, and anyone disclosing proprietary processes, formulas, customer lists, or financial projections. State courts across the US enforce properly drafted NDAs — and the DTSA provides a federal private right of action for trade secret misappropriation.

The entire document is generated in your browser — no information is sent to our servers. Your confidential business details stay on your device.

📋 Official Resources

USPTO — Trade Secret Policy

US Patent and Trademark Office guidance on protecting confidential business information as trade secrets.

www.uspto.gov

FTC — Protecting Confidential Business Information

Federal Trade Commission guidance on safeguarding confidential information from misappropriation.

www.ftc.gov

Uniform Trade Secrets Act

The model legislation adopted by 48 US states governing trade secret protection and NDA enforceability.