How to write an NDA: a practical 2026 guide

A non-disclosure agreement (NDA) is one of the most common contracts in business. Done well, it lets you share sensitive information without losing control of it. Done badly, it's a meaningless paragraph that won't survive a court date.

Mutual vs one-way: pick the right format

A one-way NDA binds only the receiver of the information. Use it when you're disclosing — to investors, contractors or potential hires. A mutual NDA binds both parties and is the right choice when both sides will share confidential information, such as in partnership or M&A discussions.

What to include in every NDA

• A precise definition of 'Confidential Information' — broad enough to cover unknowns, narrow enough to be enforceable.
• Permitted use of the information (e.g. only to evaluate the proposed transaction).
• Standard exclusions: information already public, independently developed, or required by law.
• Term and survival period — usually 2–5 years; trade secrets can be indefinite.
• Governing law and jurisdiction.
• Remedies, including the right to seek injunctive relief.

Common mistakes to avoid

The single biggest mistake is leaving the term blank or making it perpetual. Courts in many jurisdictions strike down indefinite NDAs as unreasonable. The second is overly broad definitions of confidentiality ("all information shared") which become impossible to police.

How long does an NDA last?

The most common term is two years from signature, with a survival period of two to five years. For trade secrets, the obligation can extend for as long as the information remains a trade secret.

Can you write an NDA without a lawyer?

Yes — for routine commercial NDAs, a well-drafted template is fine. For high-stakes situations (acquisitions, regulated industries, cross-border deals) get a lawyer review on top of the template.