A working NDA, generated in your browser
A 14-section mutual or one-way NDA template, filled in with the parties and the deal, downloadable as a working draft.
The NDA is the document that does not get the attention it deserves. It is the first paper on the table in nearly every M&A and financing process, and the version many parties use is whatever happened to be in someone’s drafts folder. The result is a working agreement that may or may not be coherent.
The NDA generator on this site produces a 14-section confidentiality agreement: parties, recitals, definitions, permitted use, exclusions, return/destruction, term, residuals, no license, no obligation to proceed, equitable relief, governing law, notices, miscellaneous. Pick mutual or one-way. Fill in the party names, the purpose, the term, and the governing-law state. The output is a clean draft you can download as a text file and circulate.
When this is the right level
When you need a working NDA quickly for an early-stage conversation. A buyer wants to see the data room. A potential investor wants a fuller management deck. A vendor wants to evaluate a partnership. The NDA needs to be in place, the parties are not negotiating language, and a clean standard form is the right answer.
When you are training associates on what a typical NDA looks like. The 14 sections are the standard list. Reading them in sequence is faster than ten Westlaw queries on each clause.
When it is not the right level
When the counterparty has its own form and wants to negotiate. The generator produces a starting point, not a negotiated agreement.
When the matter has unusual sensitivity (regulated data, trade secrets with specific handling protocols, government-related information). Standard forms do not contemplate those, and the right answer is custom drafting from counsel familiar with the specific area.
When the NDA is going to be the gating document for a high-stakes transaction. At that point the NDA itself becomes a negotiation, and counsel should draft from scratch with the specific deal in mind.
The generator covers the 80 percent case. The other 20 percent is what counsel is for.
Walter Allison is a corporate attorney in Denver. He writes here about M&A, private equity, and venture capital structure.
Follow on LinkedIn ·
Firm bio ·
More posts