- Is this legal advice?
- No. This tool fills a standard NDA template with the names, term, and governing-law state you type. It's not a substitute for a lawyer reviewing the actual relationship. If the information you're protecting matters — trade secrets, source code, a pre-IPO cap table, a clinical-trial protocol — pay an attorney to read what you generate before you sign. The template is a starting point, not the final document.
- What's the difference between a mutual and unilateral NDA?
- A unilateral NDA is one-way: one party (the Disclosing Party) shares confidential information, the other (the Receiving Party) promises to keep it confidential. Use it when only one side has secrets — a company explaining a product to a contractor, an inventor pitching an investor. A mutual NDA is two-way: both parties might disclose, both promise to protect each other's information. Use it when you're going to talk about each other's businesses — two companies discussing a partnership, two founders considering a merger. When in doubt, mutual is safer and rarely controversial.
- What state should I pick for governing law?
- Delaware is the most common default — it has the deepest body of contract case law in the US, and most lawyers are comfortable interpreting Delaware contracts. New York and California are also common choices. The practical advice: pick the state where the disclosing party is based, or where you'd want to sue if the agreement is breached. The state choice does NOT have to match where either party operates; parties routinely agree to be governed by the law of a state where neither is located. If both parties have lawyers, this is something they'll negotiate.
- Is two years the right term?
- Two to five years is the common range for general business NDAs. One year is on the short end; ten years is on the long end. The right number depends on how long the information actually stays valuable. Source code or a customer list might be sensitive for a decade. A pricing proposal is probably stale in a year. Note that trade secrets — information that derives value from being secret and is reasonably guarded — get separate protection under state and federal trade-secret law that doesn't expire with the contract term. Clause 4 of the generated document reflects this.
- Does this NDA hold up in court?
- An NDA is enforceable if both parties signed it knowingly, the obligations are reasonable in scope and duration, and it doesn't violate public policy (you can't NDA away the right to report a crime, for example). The template used here is the standard scaffold courts see all the time. What gets NDAs thrown out in court is usually a specific drafting problem — overbroad definitions of "confidential information," missing carve-outs for public knowledge, or unenforceable non-compete clauses bundled in. The template here keeps the standard carve-outs in clause 3. None of that is a substitute for a lawyer reading the specific situation.
- What if the parties are in different countries?
- The template uses US state law for governing law and assumes both parties can be sued in US courts. If one party is outside the US, you'll likely need a different jurisdiction clause, possibly arbitration, and a lawyer who knows international contracts. Use this template only if both parties have a US presence — otherwise, the generated document is a starting draft for an attorney, not something to sign as-is.
- Can I sign electronically?
- Yes. Under the US ESIGN Act (federal) and UETA (adopted in most states), electronic signatures are legally equivalent to wet signatures for almost all commercial contracts including NDAs. The generated document includes "may be executed in counterparts, including by electronic signature" in clause 8 to make this explicit. Tools like DocuSign, HelloSign, or even pasting an image of your signature into the PDF are all acceptable. The witness clause near the end leaves blank lines for signature, printed name, and date.
- Does this replace LawDepot, Rocket Lawyer, or LegalZoom?
- Those are subscription products that wrap similar templates in account systems, document-management dashboards, and (on the higher tiers) lawyer review. If you need a draft you'll hand to your own attorney, this generator gets you to the same place for free. If you need stored versions, e-signature workflows, and an attorney-on-call, the paid services do more. The text quality of this generated document is comparable to a standard LawDepot or Rocket Lawyer free-tier template — the same boilerplate language is in everyone's templates.
- Why is the document so formal-sounding?
- NDAs use specific legal phrasing because the words carry case-law meaning that a court will interpret. "In strict confidence," "reasonable care," "no license is granted by implication, estoppel, or otherwise" — these aren't lawyer flourishes, they're terms with established legal interpretations. Rewriting them in plain English risks losing the protection. The widget keeps the standard language and only changes the names, term, and state.
- Is my data stored anywhere?
- No. Everything lives in your browser tab. The form is auto-saved to your browser's localStorage so a refresh doesn't lose your work, but nothing is uploaded, logged, or sent to a server. Close the tab and the draft is gone. The PDF is generated entirely in the browser via jsPDF — your party names and addresses never leave your machine.
