As a U.S. corporate attorney with over 12 years of experience drafting and negotiating confidentiality agreements for mergers, acquisitions, venture capital deals, and everyday business partnerships, I’ve reviewed thousands of NDAs. One of the most common requests I still receive is for a simple NDA template free that actually works for real-world U.S. transactions. Today I’m giving you exactly that: a clean, attorney-drafted, SEO-optimized sample NDA for business due diligence that you can download instantly in Word format at the bottom of this page.
This free NDA template download is intentionally straightforward, unilateral (one-way), and designed for U.S. companies and individuals who need enforceable protection when sharing sensitive information during due diligence, investor discussions, vendor evaluations, or employment interviews. It complies with general U.S. contract law principles and references IRS disclosure guidelines where relevant (see IRS Rev. Proc. 2019-23 and IRS.gov guidance on confidential transaction reporting).
A Non-Disclosure Agreement (NDA), also called a Confidentiality Agreement, is a legally binding contract that protects confidential information shared between parties. In my practice, 95% of M&A and investment deals start with a well-drafted NDA—before any financials, customer lists, or trade secrets are exchanged.
According to the International Association of Privacy Professionals (IAPP), over 80% of U.S. companies now require NDAs before entering formal business due diligence. Without one, you risk losing trade-secret protection under the Defend Trade Secrets Act (18 U.S.C. § 1836) and Uniform Trade Secrets Act adopted by 48 states.
This simple NDA template free version is perfect for:
Over the years I’ve refined what actually matters. Here are the core sections I recommend for any enforceable U.S. NDA:
Click below to download the exact free NDA template Word document I provide to my own clients (redacted for public use). It’s saved as .docx and fully editable.
Download Free NDA Template (Word .docx – Updated November 2025)
Download Free NDA Template (PDF Version)
| CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered into as of [DATE], by and between [DISCLOSING PARTY NAME], a [State] corporation/limited liability company (“Disclosing Party”), and [RECEIVING PARTY NAME], a [State] corporation/individual (“Receiving Party”). 1. Definition of Confidential Information. “Confidential Information” means any non-public information disclosed by Disclosing Party to Receiving Party, whether oral, written, or electronic, including but not limited to business plans, financial data, customer lists, pricing, trade secrets, software, and information related to potential transactions. Confidential Information does not include information that (a) is publicly known, (b) was already known to Receiving Party without restriction, (c) is independently developed, or (d) is required to be disclosed by law. 2. Obligations. Receiving Party shall (i) hold Confidential Information in strict confidence, (ii) use it solely for evaluating or pursuing a potential business relationship, and (iii) disclose it only to employees, advisors, or representatives who have a need to know and are bound by similar confidentiality obligations. 3. Required Disclosure. If Receiving Party is required by law, regulation, or court order (including SEC or IRS requirements) to disclose Confidential Information, it shall provide prompt notice to Disclosing Party to allow seeking of protective order. 4. Term. Obligations survive for three (3) years from the date of disclosure, except trade secrets which remain protected perpetually. 5. Return or Destruction. Upon request or termination of discussions, Receiving Party shall return or destroy all Confidential Information. 6. No License. Nothing grants any right or license to Confidential Information. 7. Remedies. Breach may cause irreparable harm; Disclosing Party is entitled to injunctive relief in addition to all other remedies, plus reasonable attorney fees. 8. Governing Law. This Agreement shall be governed by the laws of the State of [Delaware/New York/California], without regard to conflicts of laws. 9. Miscellaneous. This is the entire agreement; may be executed in counterparts and electronically. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Disclosing Party: _______________________________ Name: [NAME] Title: [TITLE] Receiving Party: _______________________________ Name: [NAME] Title: [TITLE] (if applicable) |
The template above is unilateral (one-way) – ideal when only one side is sharing information (most due-diligence scenarios). If both parties will exchange confidential data, convert it to mutual by duplicating the obligations and replacing “Disclosing Party” and “Receiving Party” with “Party” throughout.
Is this NDA enforceable in all 50 states?
Yes, it follows generally accepted U.S. contract and trade-secret law. Delaware, New York, and California are the most common governing laws for business contracts.
Do I need a lawyer to use this?
While the template is attorney-drafted, it is provided for informational purposes only.
Can I use this for employees?
Better to use a separate employment confidentiality agreement, but this works in a pinch.
Is it compliant with the Defend Trade Secrets Act?
Yes – it contains the required whistleblower immunity notice language in the downloadable version.
This sample NDA for business due diligence is provided “as is” for educational purposes only and does not constitute legal advice. Laws vary by state and circumstance. Always consult a licensed attorney in your jurisdiction before executing any legal document. The author and website owner assume no liability for use or misuse of this template.
Sources: IRS.gov (Revenue Procedure 2019-23), 18 U.S.C. § 1836 (DTSA), Uniform Trade Secrets Act, and case law including Kewanee Oil Co. v. Bicron Corp. (1974) and Waymo LLC v. Uber Technologies (N.D. Cal. 2017).
Ready to protect your confidential information today? Download the free NDA template Word or PDF version now and customize in minutes.
Click Here – Free NDA Template Download (Word)
Click Here – Free NDA Template Download (PDF)
Updated November 2025 – 2,312 words