Mutual or one-way: which NDA do you need?
A one-way NDA suits situations where only one side is sharing sensitive information — for example, a business showing a freelancer its plans before a project starts. The person receiving the information agrees to keep it confidential; the person sharing it takes on no matching duty.
A mutual NDA suits situations where both sides will share — two businesses exploring a partnership, or a supplier and customer comparing processes and pricing. Each side takes on the same confidentiality duties. If you are unsure which side will share what, a mutual NDA avoids having to renegotiate later.
What this draft covers
The draft produced by this tool includes:
- the parties and the purpose the information is shared for;
- a definition of confidential information;
- exclusions for information that is public, already held, received from someone else or developed independently;
- duties to use the information only for the purpose and to keep it confidential;
- what happens if disclosure is required by law;
- return or destruction of information on request;
- how long the duties last;
- a statement that the law of England and Wales applies;
- signature blocks for both parties.
It does not include specialist terms such as non-solicitation, non-compete, penalty or indemnity clauses. If you need those, take advice.
Common mistakes to avoid
- A vague purpose. Describe what the information will be used for. A clear purpose makes it easier to show when information has been misused.
- Wrong party names. Use the full legal name of a company, not just its trading name, and check the spelling.
- Sharing before signing. Get the NDA signed before you send anything sensitive.
- Choosing one-way when both will share. If you will also receive sensitive information, consider a mutual NDA.
- Losing the signed copy. Keep the final signed version somewhere both sides can find it.
How to get it signed
You can download the draft, adjust it if needed, and sign it however you usually sign documents. If you would like to send it for signature online, create an OfClause account: the other side can review and sign through a guest link without making an account of their own. When an NDA is signed in OfClause, the time of signing, the IP address, the browser details and a verification hash of the signing record are stored. Read more about guest signing.
Privacy
The free tool runs in your browser. The details you type are used to fill in the template on your device and are not sent to OfClause or to any AI service.
This tool produces a draft for general business use. It is not legal advice; for complex or high-value matters, take advice from a solicitor.
Frequently asked questions
- Is this NDA generator free?
- Yes. You can create and download a draft without an account. You only need to sign up to save, send or e-sign it.
- Does it use AI?
- No. The free tool fills your details into fixed wording in your browser. What you type is not sent to OfClause.
- Which law does the draft use?
- The draft states that it is governed by the law of England and Wales.
- Is the draft legal advice?
- This tool produces a draft for general business use. It is not legal advice; for complex or high-value matters, take advice from a solicitor.