Non-disclosure agreement (NDA): free templates to download and sign
A non-disclosure agreement — also called an NDA or confidentiality agreement — protects the sensitive information exchanged between two parties ahead of a negotiation, partnership or hire. Depending on whether one or both parties share information, you'll use a unilateral or a mutual (bilateral) NDA. Pick the template that matches your situation and governing law, download it for free, then have it signed online with the same legal value as a handwritten signature.
What is a non-disclosure agreement?
A non-disclosure agreement is a contract by which one or more parties undertake not to disclose the sensitive information shared with them, and to use it only for the agreed purpose. It typically comes ahead of a commercial negotiation, an R&D project, a fundraising round, a company sale or a hire for a strategic role.
A unilateral NDA, where only one party discloses information (for example a company pitching its project to a vendor), differs from a mutual or bilateral NDA, where both parties exchange confidential information (for example two companies exploring a partnership). The choice depends on the direction of the information flow. Different governing law, different template: a French-law NDA doesn't rely on the same references as a Swiss, German or Quebec one.
Which NDA template should you choose?
Five ready-to-use, free templates to adapt to your situation and governing law.
Unilateral NDA (French law)
Only one party discloses confidential information. The most common case: pitching a project to a vendor, an investor or a candidate.
View the templateMutual / bilateral NDA (French law)
Both parties exchange sensitive information, as part of a cooperation, a negotiation or a joint R&D project.
View the templateNDA — Swiss law
Confidentiality agreement governed by Swiss law (Code of Obligations), for a party or project based in Switzerland.
View the templateNDA — German law
Confidentiality agreement (Geheimhaltungsvereinbarung) governed by German law (BGB), for a party or project based in Germany.
View the templateNDA — Quebec law
Confidentiality agreement governed by Quebec law (Civil Code of Québec), for a party or project based in Quebec.
View the templateThe essential clauses of a non-disclosure agreement
An effective NDA is more than a single confidentiality sentence. Here are the six clauses to check before signing.
Definition of confidential information
Precisely scope what is covered: documents, technical, financial and commercial data, oral exchanges. Too broad and the clause is unenforceable; too narrow and the essentials leak.
Duration of the obligation
Set how long confidentiality applies, usually 2 to 5 years after the last disclosure — longer for strategic industrial know-how.
Exceptions to confidentiality
Provide for the standard cases: information already public, lawfully obtained from a third party, independently developed, or whose disclosure is required by law or a court.
Recipient's obligations
Specify the permitted use of the information, the ban on passing it to third parties, and the duty to return or destroy documents when the agreement ends.
Penalties for breach
Anticipate the consequences of a breach: damages, a fixed penalty clause, urgent measures. A credible penalty deters more effectively than a vague obligation.
Governing law & jurisdiction
Designate the law governing the agreement and the competent court in case of dispute. Essential whenever a party is based abroad.
Frequently asked questions — non-disclosure agreement
- What's the difference between a unilateral and a bilateral NDA?
- In a unilateral NDA, only one party discloses confidential information and the other undertakes to protect it — typically a company pitching its project to a vendor. In a bilateral (or mutual) NDA, both parties exchange sensitive information and commit reciprocally, for example when two companies explore a partnership. The choice simply depends on the direction of the information flow.
- Does a free NDA template have legal value?
- Yes. A properly completed template signed by the parties has full legal value. The template being free takes nothing away from its contractual force: what matters is that the essential clauses are present (covered information, duration, exceptions, penalties, governing law) and that the agreement is signed. An eIDAS-compliant electronic signature gives it the same value as a handwritten one.
- In what format can I download an NDA template?
- Our non-disclosure agreement templates are available in several formats — HTML, PDF and text — so you can adapt them in your word processor before signing. Once customised, the document can be imported into Certyneo and signed online by all parties.
- How long does a non-disclosure agreement last?
- The duration is set freely between the parties. In practice, the confidentiality obligation most often runs 2 to 5 years after the last disclosure of information. For high-value industrial know-how or trade secrets, longer durations (10 years and beyond) are common. The duration must appear explicitly in the agreement.
- Which template should I choose if a party is abroad?
- The governing law determines the template. If a party or the project is based in Switzerland, Germany or Quebec, it's better to start from a template adapted to that law (Swiss Code of Obligations, German BGB, Civil Code of Québec) rather than a French-law NDA. Failing that, include at least an unambiguous governing-law and jurisdiction clause.
- Can a non-disclosure agreement be signed online?
- Yes, and it's the fastest route. Import your completed template into Certyneo, add the signers, and each one signs online in minutes. The electronic signature is eIDAS-compliant and comes with a timestamped audit trail proving who signed, when and what — far stronger evidence than a scanned signature.
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Download and sign your non-disclosure agreement
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