NDA template: what to include (and how to send it)

An NDA is the document you reach for before a candid conversation — with a potential partner, a contractor, an investor, or a new hire. Done well, it lets both sides speak freely knowing sensitive information stays put. Done badly, it is a false comfort that would not survive a serious dispute. Here is what a non-disclosure agreement should contain, the mistakes that quietly weaken them, and how to get one signed without friction.

Mutual or one-way?

The first decision is direction. A one-way (unilateral) NDA protects information flowing in a single direction — for example, when you disclose your plans to a freelancer but they are not sharing anything sensitive back. A mutual (bilateral) NDA protects both sides, which is the right choice for partnerships, joint ventures, or any conversation where both parties will reveal something they would rather keep private.

When in doubt, a mutual NDA is often the smoother option. It feels fairer, tends to get signed faster, and avoids the awkward moment where the other side asks why only they are bound.

The clauses that matter

A workable NDA is short. Length is not strength — precision is. Cover these:

• Definition of confidential information. Be specific about what is covered — business plans, financials, source code, customer lists, designs — while keeping it broad enough to catch things shared verbally. State whether information must be marked "confidential" to qualify.
• Exclusions. Information that is not covered: anything already public, already known to the receiving party, independently developed, or lawfully obtained from a third party. Without exclusions, an NDA can be unreasonable and harder to enforce.
• Obligations of the receiving party. What they must do — keep information secret, use it only for the agreed purpose, and limit access to people who genuinely need it.
• Term. How long confidentiality lasts. Two to five years is common for commercial information; genuine trade secrets may warrant longer.
• Return or destruction. What happens to the information when the relationship ends — returned, deleted, or certified as destroyed on request.
• Permitted disclosures. Carve-outs for disclosures required by law or a court, usually with notice to the other side where allowed.
• Governing law and jurisdiction. Which law applies and where any dispute is resolved.

This is general information, not legal advice — have important agreements reviewed by a solicitor, particularly around term length and enforceability in your jurisdiction.

Common mistakes that weaken an NDA

Most weak NDAs fail in predictable ways. Avoid these:

1. No exclusions. An NDA that tries to cover literally everything, including public information, looks overreaching and gives the other side an argument to ignore it.
2. A vague purpose. If you do not state why information is being shared, you cannot easily argue it was misused. Name the purpose — "to evaluate a potential partnership" — and limit use to it.
3. An unrealistic term. A perpetual NDA on ordinary commercial information can be seen as unreasonable. Match the term to the sensitivity.
4. The wrong parties. Signed by an individual when it should bind their company, or vice versa. Get the legal entities right.
5. Never actually signed. The most common failure of all — a perfect NDA that sat unsigned in an inbox while the confidential conversation happened anyway.

How to send an NDA for signature

An NDA only protects you once both parties have signed, so the goal is to remove every excuse for delay. Asking the other side to print, sign, scan and email back — or to create an account on a signing portal — is exactly the kind of friction that leaves NDAs unsigned. Electronic signatures are legally binding and are the fastest path to a done deal.

• Prepare the NDA as a clean PDF with signature blocks for each party.
• Send it for e-signature before the sensitive discussion, not after.
• Choose a tool where the other side can sign in one tap with no account to create.
• Store the signed copy with its audit trail so you can prove execution later.

This is exactly what Signet is built for. Your counterparty signs without logging in or creating an account, and every completed NDA carries a tamper-evident audit trail, a certificate of completion, and a publicly verifiable seal — so you can demonstrate exactly who signed and when. Because confidential documents deserve to be handled confidentially, our data-residency and security approach keeps everything in the UK or EU and never uses your documents to train AI. For a fuller walkthrough, see how to send an NDA for signature online.

Get the clauses right, keep it proportionate, and send it before the conversation starts. An NDA that is signed and verifiable is worth far more than a perfect one that never got returned.

Signet is in private beta, request early access and send your first sealed agreement free.