The free ones are one-way, and that is the whole problem
Search for a free NDA and you will find plenty. Look at what you get and almost all of them run in one direction: they bind the party receiving information and say nothing about the party handing it over.
LawDepot's free version is one-way, and its own page suggests a workaround: make two one-way agreements and swap the roles over. That is not a document, it is homework. Two agreements can drift apart in their wording, they get signed at different moments, and every carve-out has to be drafted twice and kept identical. Rocket Lawyer's mutual version exists and sits behind a seven-day trial that becomes a paid membership.
The reason it matters is that most commercial conversations are two-way whether the paperwork says so or not. You are shown their drawings; you mention what you pay for steel. The side that never expected to disclose anything is the side with no protection, and that is usually the smaller business.
The same paragraph, opposite jobs, in two markets
This is why the tool asks which country you are in, rather than putting a flag on the page.
In the UK, the whistleblowing carve-out is already there whether you write it or not. Section 43J of the Employment Rights Act 1996: any provision in an agreement is void in so far as it purports to preclude a worker from making a protected disclosure. A clause attempting to gag somebody is not merely unwise, it has no legal effect. Writing the carve-out in changes nothing legally, and is still worth doing so the person signing can see it.
In the US it runs exactly the other way. Under 18 U.S.C. 1833(b) an employer must give notice of the trade secret immunity in any agreement covering trade secrets or confidential information. Leave it out and you may not be awarded exemplary damages or attorney fees against a person who never got the notice.
So the same paragraph is a courtesy in one market and a precondition in the other. Skip it in Britain and you have lost nothing. Skip it in America and you have quietly given away your two best remedies, and you will not discover it until you are already suing somebody.
Australia and Canada get less, and the tool says so
Your document carries the general clause: nothing in it prevents any disclosure required or protected by law, or to a regulator, or to a court. That is correct in every market and it is the sensible backstop.
What it does not carry is a named statutory notice for either country, because those regimes have not been read at source for this tool. Australia's whistleblower protections sit in the Corporations Act and Canada's vary by province. Rather than paraphrase law nobody here has checked, the tool tells you on screen that your version is thinner than the UK and US ones. That is a worse product and a more honest one.
The field everybody skips
The Permitted Purpose. One sentence saying what the two of you are talking about.
Every obligation in the agreement is measured against it. The recipient may use the information for that purpose and no other. Get it too narrow and the conversation naturally drifts outside the protection. Get it too wide, something like "potential business opportunities", and it protects nothing in particular because it identifies nothing in particular.
An NDA with no stated purpose either restricts nothing or restricts everything, and a court will not pick the reading you meant. Give this paragraph five minutes before anybody signs.
The five carve-outs, and why a good counterparty insists on them
The agreement does not apply to information which:
- the receiving party already knew, free of any obligation of confidence
- is or becomes public through no fault of theirs
- they developed independently, without using yours
- they lawfully received from a third party free to disclose it
- is required to be disclosed by law, a court, or a regulator
Without these, the definition catches things nobody could possibly keep secret, including things the recipient knew before they met you. That makes the clause unenforceable and, more practically, it is why a counterparty with a solicitor sends it back. The last one comes with a courtesy that makes it workable: if disclosure is compelled, you tell the other side first where you lawfully can, so they get a chance to object.
How long, and the trap of forever
Three to five years is the ordinary answer for commercial information, with trade secrets carved out to stay protected for as long as they stay secret. That is what this defaults to.
A perpetual duty over everything is the clause most likely to be cut down, and the danger is broader than the clause itself: a court looking at an agreement that overreaches in one place reads the rest of it less generously. Asking for less, and getting it, is the stronger position.
Watch the other direction too. If your confidentiality period is shorter than the period you are exchanging information over, something disclosed near the end falls out of protection while the agreement is still running. This tool checks for that and says so.
What an NDA is not for
It cannot be used to cover up harassment or discrimination. Confidentiality clauses used that way get struck down, and drafting one for that purpose is a regulatory problem for the solicitor who did it. If that is the situation, this is the wrong document and the conversation to have is with an employment solicitor, not a generator.
Common questions
What is the difference between a mutual and a one-way NDA?
A one-way NDA binds only the party receiving information. A mutual one binds both, in both roles, because in most commercial conversations both sides end up saying something they would rather was not repeated. The party who did not expect to disclose anything ends up with no protection at all, and that is usually the smaller business in the room. Mutual costs nothing extra and is the safer default.
Why can I not find a free mutual NDA anywhere?
Because the free ones are one-way. LawDepot's free non-disclosure agreement is one-way only, and its own page suggests working around that by making two one-way agreements and swapping the roles over. That is a workaround, not a document: two agreements can drift apart in their wording, they get signed separately, and the carve-outs end up drafted twice. Rocket Lawyer's mutual version sits behind a seven-day trial that converts to a paid membership.
Can an NDA stop somebody blowing the whistle?
In the UK, no, and it is not even a close question. Section 43J of the Employment Rights Act 1996 says any provision in an agreement is void in so far as it purports to preclude a worker from making a protected disclosure. So a clause attempting it does not merely look bad, it has no effect. This generator includes a clause saying so anyway, because a signer who can read it does not have to take it on trust.
What is the US notice about, and do I need it?
Yes, if you are American, and almost everybody misses it. Under 18 U.S.C. 1833(b), the Defend Trade Secrets Act 2016, an employer must give notice of the trade secret immunity in any agreement governing trade secrets or confidential information. If you leave it out, you cannot be awarded exemplary damages or attorney fees in an action against a person who was not given the notice. The immunity applies either way. The only thing the notice affects is what you can recover, and you find out it was missing at the point you are already in court.
How long should the confidentiality last?
Three to five years is the usual answer for ordinary commercial information, with trade secrets carved out to stay protected for as long as they stay secret. An indefinite duty over everything is the clause most likely to be read down, and the risk is not just that the clause fails: a court looking at an overreaching agreement tends to be less generous with the rest of it. This tool defaults to five years with the trade secret carve-out already in.
What are the carve-outs and why do they matter?
They are the five things the agreement does not cover: information the recipient already had, information that is or becomes public, information they developed independently, information they got lawfully from somebody else, and disclosure required by law or a regulator. Without them the definition catches things nobody could reasonably keep secret, which makes the agreement both unenforceable and the reason a careful counterparty refuses to sign it.
Does this work in Australia and Canada?
The document does, and it carries the general clause saying nothing in it prevents a disclosure required or protected by law, which is correct everywhere. What it does not carry is a market-specific statutory notice for either country, because that has not been read at primary source. The UK and US versions carry named statutory wording; the Australian and Canadian ones do not, and the tool says so on screen rather than letting you assume the coverage is equal.