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How to Write a Standard NDA

Create a standard non-disclosure agreement, or NDA, to protect your confidential business information from disclosure to outside persons or entities. Make sure your NDA complies with your state laws.


  • Step 1: Decide if your information requires an NDA Decide if your information requires an NDA. For example, does your trade secret give you a competitive advantage in the marketplace? If not, you may not need a legal document. If it does, however, you want the secret to be legally protected.
  • Step 2: Know about standard NDA types Know about standard NDA types. In a one-way NDA, only one party is making a disclosure. In a mutual NDA, both parties reveal confidential information.
  • TIP: An example of a mutual NDA might be that you reveal your soft drink recipe to a beverage company. In turn, they reveal their marketing strategy.
  • Step 3: Learn common NDA legal terms Learn common NDA legal terms. The discloser and recipient are two NDA parties. A statement of reason describes the NDA's purpose.
  • TIP: A penalty clause is optional, and states the compensation amount for a breach of confidentiality.
  • Step 4: Search online for NDA examples Search online for NDA examples. Many places, such as the Harvard Business School, make examples available. Use these samples as models when drafting your agreement.
  • Step 5: Buy an NDA template Buy an NDA template from online legal services like NOLO or if not confident in your draft. Fill in the template with your confidential info.
  • Step 6: Go to the American Bar Association website Go to the American Bar Association website to find a member in your state that specializes in contracts if you are still not confident creating your NDA. A good attorney will make sure that your NDA is legally binding, and you can rest certain that your trade secret is protected.
  • FACT: Coca Cola's secret formula, code named "Merchandise 7X," is kept in a guarded Atlanta bank vault.

You Will Need

  • Confidential information
  • Internet access
  • NDA template
  • Contract attorney

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