The client wants to share their numbers before the kickoff call — and you want your frameworks protected before you show them. Most first-time consultants grab a random NDA off the web and hope. This generator builds a clean, professional mutual or one-way confidentiality agreement in minutes — parties, definition, carve-outs, permitted disclosures, survival period, remedies, and signature blocks. Fill in the fields, preview it live, and copy or download it — free.
The agreement updates live as you type — free to preview. Enter your email to copy or download it.
Both sides share confidential information — the standard choice for consulting engagements, because you'll see their data and they'll see your frameworks.
⚖️ This template is a general starting point, not legal advice. Have a qualified attorney review before signing.
Enter your email to unlock your finished NDA — copy the formatted text to your clipboard or download it as a file (opens in any browser, prints to PDF with signature lines). We'll also send you consulting launch tips — no spam, unsubscribe anytime.
Preview is always free · Email unlocks copy & download
The generator above builds all eight parts automatically. Here's what each one does and why it matters.
Mutual (both sides disclose) or one-way (only one side discloses) — matched to the real direction of the information, with full legal names for both entities. The wrong type is the most common drafting error: a one-way NDA leaves your own frameworks completely unprotected in an engagement where you shared them.
The stated reason information is being exchanged — and the boundary on how it may be used. “To evaluate and perform the engagement” is standard; “any lawful business purpose” hands the receiving party a blank check. Use is confined to the purpose, so a narrow purpose is your friend.
The heart of the agreement. A good definition covers information in any medium that's marked confidential or that a reasonable person would understand to be confidential, then lists the categories — business plans, financials, customer lists, code, data, methodologies. “Everything the parties discuss” is enforceable in theory and useless in practice.
The categories that are NOT protected: public information, prior knowledge, independent development, and information lawfully received from others. Carve-outs aren't a loophole — they're what makes the rest of the agreement enforceable, and they're the first thing a reviewer checks.
Strict confidence, use only for the purpose, and disclosure limited to employees, subcontractors, and professional advisors on a need-to-know basis who are themselves bound by equal confidentiality — with you responsible for their leaks. Plus a compelled-disclosure clause for legal process: notice first, minimum disclosure only.
Two different clocks: the term of the exchange (1–3 years is typical) and the survival period after it ends (2–5 years, with 3 the market standard). Perpetual confidentiality reads as overreach, is disfavored in several states, and slows signing more than it protects.
The clause that makes the NDA worth the paper: acknowledgment that a leak causes irreparable harm, so the disclosing party can seek injunctive relief and specific performance without posting a bond, plus recovery of attorneys' fees. Without it you're left proving damages for information you can't un-leak.
Your state's law, entire-agreement (merger), amendment-in-writing, severability, and no-assignment. Boring, one paragraph each, and exactly what a client's legal team expects to see — which is what gets your NDA signed in a day instead of negotiated for a month.
Carve-outs feel like they weaken an NDA — they do the opposite. They fence off what genuinely can't be protected, which keeps the rest of the agreement precise and enforceable. The generator above includes all four by default.
Information that is already public, or later becomes public through no fault of the receiving party. If a client's funding round is covered in TechCrunch, that coverage is not a breach — and no NDA can undo it. Deleting this carve-out doesn't protect public facts; it just makes the agreement look amateur.
Information the receiving party can show it lawfully knew before the NDA, free of any confidentiality duty. This is the carve-out that stops a client from claiming you're in breach for using skills and market knowledge you already had — the actual substance of your consulting value.
Information the receiving party developed on its own, without using or referencing the other side's confidential information. The word that matters is “demonstrate” — keep dated notes on your own framework work; if a dispute ever arises, contemporaneous records are what prove independent development.
Information lawfully received from someone else who was free to disclose it and owed no confidentiality. Markets are small and vendors talk; if a pricing benchmark reaches you through a legitimate channel, a well-drafted NDA doesn't treat that as stolen goods.
The fifth cousin: compelled disclosure. A court order or regulator can force disclosure regardless of any NDA — so a well-drafted agreement requires prompt notice (where legally permitted), cooperation in seeking protective treatment, and disclosure of the minimum the law actually requires. Your generated NDA handles this in its own clause automatically.
Every one of these shows up in the wild — usually in the consultant's first year. The generator above defaults away from all six.
Most consulting engagements are two-way: you receive the client's data, and they see your frameworks, benchmarks, and playbooks. Signing a one-way NDA that only protects the client's information leaves your actual product — your methodology — completely unprotected. Default to mutual; choose one-way only when information genuinely flows one direction.
"All information disclosed in any form" sounds maximal but fails in practice — it swallows public and prior knowledge, reads as overbroad to courts, and slows signing. A strong definition names the categories (business plans, financials, customer lists, code, data, methodologies) and adds the reasonable-person test for anything unmarked.
Some first-time consultants uncheck every exclusion, thinking it strengthens the deal. It does the opposite: an agreement with no carve-outs is technically breached by ordinary work, invites the other side's lawyers to redline everything, and is the single fastest way to lose a signing-ready document in legal review.
"Shall remain confidential forever" is disfavored in several US states and reads as overreach everywhere. Market standard is a 2–5 year survival period after the agreement ends. For genuine trade secrets, the law already protects them indefinitely — an NDA doesn't need to try to.
Once information is out, you can't un-leak it, and proving dollar damages is nearly impossible. The remedies clause — irreparable harm, injunctive relief without bond, fee recovery — is what makes an NDA worth having. A consultant who signs an NDA limiting the client to “damages only” has signed a fence with no gate.
Corporate NDAs are drafted by the client's lawyers, for the client. Watch for smuggled-in non-competes, non-solicits, unlimited liability, one-sided attorney-fee provisions, and residuals clauses (which let the client use anything you share “retained in memory"). This generator gives you the consultant-side baseline to negotiate from — or to send instead.
An NDA is one link in a chain: propose the work, protect the information, contract the engagement, deliver it, bill it. These free tools cover every step.
The NDA gets you in the door; the proposal wins the work. Build a formatted proposal with problem, approach, scope, timeline, and investment — then sign the NDA and contract to formalize it.
The NDA protects information — the contract protects the engagement. Parties, services, term, fees & payment terms, termination, and IP in a formatted, ready-to-sign one-page contract.
A lighter, letter-format agreement for smaller engagements — scope, deliverables, timeline, fees, and termination on one friendly page, with its own confidentiality clause.
For ongoing or recurring work, generate a retainer agreement with monthly-fee structures and the confidentiality and termination clauses that suit recurring relationships.
This site's original contract builder — a fuller 12-clause consulting contract with indemnification, liability caps, and detailed payment schedules, for engagements that need the extended treatment.
Niche quiz, rate calculator, proposal, contract, NDA, SOW, engagement letter, retainer agreement, invoice, and more — every tool on the site, all free.
The Consulting Launch Kit gives you a one-line positioning statement, 3 productized offers with pricing, a rewritten bio, a cold-outreach email sequence, a proposal template, and a 30-day plan to land your first 3 clients — personalized to your niche and delivered instantly. Just $29.
Get the launch kit — $29 →One-time · No subscription · 7-day money-back guarantee