NDA template for client work (mutual or one-way)

A short, plain-English non-disclosure agreement for agencies, freelancers and consultants, ready for a pitch or a new project. Choose mutual or one-way and fill in the brackets.

Free to copyMutual or one-wayLawyer review recommended

Most agency NDAs are longer than they need to be. This one covers the essentials: what is protected, what is not, how long, and what happens to the information when the conversation ends.

This template is a starting point, not legal advice. Laws differ between countries and states. Have a qualified lawyer review it before you rely on it, especially for large projects.

[Mutual] Non-Disclosure Agreement

This agreement is made on [date] between [Party A name, address] and [Party B name, address] (each a “Party”).

1. Purpose

The Parties want to discuss [the purpose, e.g. “a possible website redesign project”] (the “Purpose”). [Mutual: Each Party may share confidential information with the other.] [One-way: [Party A] will share confidential information with [Party B].]

2. Confidential information

“Confidential Information” means any information shared for the Purpose that is marked confidential or that a reasonable person would understand to be confidential, including business plans, product information, designs, customer data, financial information and know-how, in any form.

3. Exclusions

Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) the receiving Party already knew without restriction; (c) is received from a third party without a duty of confidentiality; or (d) is developed independently without using the Confidential Information.

4. Obligations

The receiving Party will: use the Confidential Information only for the Purpose; not disclose it to anyone except its employees, contractors and advisers who need to know it for the Purpose and are bound by similar confidentiality duties; and protect it with at least reasonable care.

5. Required disclosure

The receiving Party may disclose Confidential Information if required by law or a court, after giving the disclosing Party prompt notice where legally allowed.

6. Return or destruction

On request, the receiving Party will return or destroy the Confidential Information, except copies kept in routine backups or required to be kept by law, which remain confidential.

7. Term

This agreement covers information shared within [12 months] of the date above. The obligations last for [3] years from each disclosure[, and for trade secrets, for as long as they remain trade secrets].

8. No other rights

This agreement does not transfer any ownership or licence, and does not oblige either Party to proceed with any project.

9. General

This agreement is governed by the laws of [country / state], and the courts of [place] have jurisdiction. Either Party may seek an injunction to stop a breach. Changes must be in writing and signed by both Parties.

Signatures

[Party A]: ____________________ Name: __________ Title: __________ Date: __________

[Party B]: ____________________ Name: __________ Title: __________ Date: __________

Replace everything in [square brackets] with your own details.

Choosing the right options

Mutual or one-way

In a pitch, both sides usually share something sensitive: the client shares plans, you share pricing and methods. A mutual NDA is simpler and feels fairer. Keep the one-way version for contractors receiving information but sharing none.

How long

Three years suits most project information. Ask for longer only for information that will genuinely stay sensitive, because very long or broad terms can be harder to enforce.

Governing law

If the parties are in different countries, for example a US client and a UK studio, agree one governing law and court location. Leaving it out invites an argument about which rules apply.

NDA, confidentiality clause or both?

An NDA protects information shared before a contract exists. Once you sign a service agreement, its confidentiality clause usually takes over for the project itself. If the NDA covered information you still hold, keep it in force rather than replacing it.

Frequently asked questions

What is an NDA?

A non-disclosure agreement is a contract in which one or both parties agree to keep certain information confidential and use it only for an agreed purpose, such as discussing a possible project.

Mutual or one-way NDA?

Use a mutual NDA when both sides will share confidential information, which is common in agency and consulting pitches. Use a one-way NDA when only one side discloses, for example a client sharing product plans with a contractor. This template works both ways: delete the option you do not need.

How long should an NDA last?

Two to five years after disclosure is common for business information. Trade secrets are often protected for as long as they remain secret. Choose a period that matches how long the information stays sensitive.

Is an NDA enforceable in every country?

NDAs are widely used and generally enforceable, but the rules on remedies, reasonableness and governing law differ between countries and states. Name the governing law, keep the definition of confidential information sensible, and take local advice for high-value information.

Do I need an NDA before every client call?

No. Most early conversations do not involve confidential information. Use one when a client will share things like unreleased products, financials, customer data or trade secrets.

Can an NDA be signed electronically?

In most countries, yes. Electronic signatures are generally accepted for business agreements like NDAs. Arpixa includes NDA documents that clients can e-sign online.

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Updated September 2026. General information, not financial, tax or legal advice. Check the rules where you work.