# The Founder's NDA Template Pack ## Three ready-to-use NDAs, plus the clause-by-clause guide to fill them in confidently Most founders either skip the NDA (and regret it) or pay a lawyer $400 to send a boilerplate they could have sent themselves. This pack gives you three battle-tested NDA templates — mutual, one-way, and a short "mini-NDA" for quick conversations — with bracketed fields you fill in and plain-English notes on every clause so you understand what you're signing. **A note before you start:** these templates are a strong starting point, not legal advice. For high-stakes deals (M&A, major partnerships, regulated data), have a lawyer review. For the everyday "let's talk and I don't want my idea leaking" situation, these will serve you well. How to use: copy the template you need, replace every `[BRACKETED FIELD]`, delete the guidance notes, and send. --- ## Template 1: Mutual Non-Disclosure Agreement Use when both sides will share confidential information (partnerships, joint ventures, vendor evaluations where you both reveal internals). --- **MUTUAL NON-DISCLOSURE AGREEMENT** This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of `[DATE]` by and between: `[PARTY A LEGAL NAME]`, a `[ENTITY TYPE]` with its principal place of business at `[ADDRESS]` ("Party A"), and `[PARTY B LEGAL NAME]`, a `[ENTITY TYPE]` with its principal place of business at `[ADDRESS]` ("Party B"). Each party may disclose Confidential Information to the other. Party A and Party B are each a "Disclosing Party" when disclosing and a "Receiving Party" when receiving. **1. Definition of Confidential Information.** "Confidential Information" means any non-public information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including but not limited to business plans, financials, customer lists, product roadmaps, source code, and pricing. **2. Exclusions.** Confidential Information does not include information that: (a) is or becomes public through no fault of the Receiving Party; (b) was known to the Receiving Party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality. **3. Obligations.** The Receiving Party shall: (a) use the Confidential Information solely to evaluate or pursue the business relationship described as `[PURPOSE]` (the "Purpose"); (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care; and (c) disclose it only to employees, advisors, and contractors who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as these. **4. Compelled Disclosure.** If legally compelled to disclose Confidential Information, the Receiving Party shall, where permitted, give prompt written notice so the Disclosing Party can seek a protective order, and disclose only what is legally required. **5. Term.** This Agreement applies to disclosures made for `[DISCLOSURE PERIOD, e.g., two (2) years]` from the date above. Confidentiality obligations survive for `[CONFIDENTIALITY PERIOD, e.g., three (3) years]` after each disclosure; obligations regarding trade secrets continue for as long as the information remains a trade secret under applicable law. **6. No License.** Nothing here grants any license or ownership in the Confidential Information. All Confidential Information remains the property of the Disclosing Party. **7. Return or Destruction.** Upon written request or termination, the Receiving Party shall return or destroy all Confidential Information and certify destruction, except for one archival copy retained for legal compliance and copies in routine backups. **8. No Obligation.** This Agreement does not obligate either party to proceed with any transaction or relationship. **9. Remedies.** The parties agree that monetary damages may be inadequate for a breach, and the Disclosing Party may seek injunctive relief in addition to other remedies. **10. Governing Law.** This Agreement is governed by the laws of `[JURISDICTION]`, and the parties submit to the exclusive jurisdiction of its courts. **11. Entire Agreement.** This is the entire agreement on this subject and may be amended only in a writing signed by both parties. Signed: `[PARTY A NAME]` ___________________ Date: _______ `[PARTY B NAME]` ___________________ Date: _______ --- ## Template 2: One-Way (Unilateral) NDA Use when only one side is sharing — e.g., you're pitching investors, hiring a contractor, or showing your product internals to a prospect. To convert: in Template 1, replace the mutual definitions in the preamble with a single Disclosing Party (`[YOUR COMPANY]`) and Receiving Party (`[OTHER PARTY]`), and delete the sentence "Each party may disclose..." Keep clauses 1–11 unchanged — they already work one-directionally because only one party is disclosing. **Founder tip:** When you're the one with the secret (pitching investors), a one-way NDA in your favor is standard. Note that many institutional VCs decline to sign NDAs at the pitch stage — don't let that block a meeting; share selectively instead. --- ## Template 3: The Mini-NDA (one-paragraph) Use for a quick call or email exchange when a full NDA is overkill but you still want a paper trail. > *The parties acknowledge that in connection with `[PURPOSE]` they may exchange confidential information. Each party agrees to keep the other's confidential information secret, to use it only for `[PURPOSE]`, and not to disclose it to third parties without consent, for a period of `[e.g., two (2) years]`. This excludes information that is public, already known, independently developed, or lawfully received from others. Governed by the laws of `[JURISDICTION]`.* Paste it into an email and ask the other party to reply "Agreed." A clear written exchange is enforceable in most jurisdictions. --- ## Clause-by-clause field guide | Field | What to put | Common mistake | |---|---|---| | `[PURPOSE]` | A specific reason — "evaluating a reseller partnership," not "business." | Leaving it vague; a narrow Purpose limits how they can use your info. | | `[DISCLOSURE PERIOD]` | How long you'll keep sharing — often 1–2 years. | Confusing it with the confidentiality period. | | `[CONFIDENTIALITY PERIOD]` | How long secrets stay secret — 2–5 years is typical. | Setting it too short for genuinely sensitive info. | | `[JURISDICTION]` | Your home jurisdiction if you can negotiate it. | Accepting a distant venue that makes enforcement costly. | **Decide the term wisely:** A 2-year confidentiality period suits fast-moving tech where information goes stale. A 5-year period suits manufacturing, formulas, or customer data. Trade secrets (clause 5) should have no fixed expiry — they're protected as long as they stay secret. --- ## Before you send: 5-point sanity check 1. Every `[BRACKET]` is replaced — search the document for `[` to be sure. 2. The Purpose is specific and matches the actual conversation. 3. The right template for the direction of sharing (mutual vs. one-way). 4. Correct legal entity names (check the company register, not the brand name). 5. Governing law is one you can realistically enforce in. --- ## Review the NDA you receive with Attorly Sending your own NDA is easy with these templates. The harder problem is the NDA *someone sends you* — buried with a 5-year non-solicit, an overbroad "Confidential Information" definition, or a residuals clause that lets them keep your ideas in their heads. Attorly — the AI Legal Document Assistant at **attorly.ai** — reads any inbound NDA, flags clauses that are unusually one-sided, and answers questions like *"Does this stop me from hiring their people?"* in plain English. Use these templates to send. Use Attorly to review what comes back. Start a 7-day trial (card required) at **attorly.ai**.