Free NDA templates and clause-by-clause comparison tool — built by a General Counsel and litigator
You were sent an NDA. Maybe you have your own. Either way, you're about to sign a contract that decides what happens to your most sensitive information — and you have about ten minutes and no lawyer. Drop both into YayNDA and let AI compare them clause by clause. Don't have your own NDA? Start with ours. It's free, and it's balanced.
The free templates
Most "free NDA templates" online are bare-bones forms that protect no one, or lead magnets built to capture your email. Ours are genuinely balanced, drafted to be fair, in modern, readable language, and they're the starting point for the comparison tool.
Mutual NDA
When both sides will share confidential information, partnerships, integrations, a potential deal.
Get the free mutual NDA →One-way NDA
When only one side discloses, hiring a contractor, onboarding a vendor, being pitched.
Get the free one-way NDA →Not sure? Both sides sharing → mutual. Only one → one-way.
What's in the free NDA templates
Both templates are short, modern, and genuinely balanced, drafted to be fair rather than to favor whoever sends them. Each one covers the provisions that actually decide how an NDA performs:
- A workable definition of confidential information, and the standard exclusions (public, already known, independently developed, rightfully received from a third party)
- Permitted disclosures to employees, advisors, and representatives, plus what happens when disclosure is legally compelled
- A reasonable standard of care, and return or destruction of materials on request
- A sensible term and survival period, with trade secrets carved out to stay protected for as long as they remain secret
- No license or ownership transfer, and no obligation to proceed with a deal
- Remedies for breach, and governing law and venue
You can read the full text of either template on its page before you download the editable copy: the free mutual NDA template or the free one-way NDA template.
Mutual NDA vs. one-way NDA: which do you need?
A mutual NDA fits when both sides will exchange confidential information, two companies exploring a partnership, an integration, or a potential deal. A one-way NDA fits when only one side discloses, bringing on a contractor or vendor, or being pitched. If both sides are sharing, mutual is usually cleaner and more balanced; if only one is, one-way is simpler. The trap is trusting the label: an NDA can say "mutual" at the top and tilt one way in the clauses below. Full breakdown: mutual vs. one-way NDA →
Why compare an NDA before you sign?
Most NDAs look harmless because they use familiar language. The risk hides in the details: what counts as confidential, how long the obligations last, who can receive the information, whether trade secrets are protected, and whether one side quietly has broader rights than the other. Things worth checking before you sign:
- A definition of confidential information that's too broad or too narrow
- Missing exclusions for information that's public, already known, or independently developed
- An unusually short or unusually long confidentiality period
- A residuals clause that lets the other side reuse too much of what it learns
- A non-solicit, non-compete, or IP grab that doesn't belong in an NDA at all
- Asymmetric obligations in a document described as "mutual"
That's exactly what YayNDA does: drop in the NDA you were sent alongside your own template (or ours), and it lines the two up clause by clause so the differences that matter are obvious. The full 9-point red-flags checklist → · How to review an NDA →
The big questions
Short, straight answers. Click through for the full litigator's-lens breakdown.
- How Long Should an NDA Last?Two to five years is typical, but a fixed term can quietly destroy protection you meant to keep forever.
- Mutual vs. One-Way NDA: Which Do You Need?A mutual NDA protects both sides; a one-way protects only the discloser. Pick wrong and you create gaps a court won't fill.
- Is an NDA Enforceable?Usually yes, but a vague definition and an unreasonable term are what most often sink one.
- What Is a Residuals Clause (and Should You Accept One)?A quiet clause that can let the other side keep using what's in their employees' heads.
- Should You Sign an Investor's NDA? (And Will They Sign Yours?)Most VCs won't sign yours, here's why, and how to review the one an investor hands you.
- NDA vs. Confidentiality Agreement: What's the Difference?Usually the same contract under two names, and the distinction that actually matters.
- What Counts as "Confidential Information"?The single most-litigated clause in any NDA. Too broad and it's unenforceable; too narrow and it protects nothing.
- 9 Red Flags in an NDA Someone Sent YouThe handful of terms worth slowing down for before you sign.
- How to Review an NDA Before You SignA litigator's step-by-step method for reviewing an NDA before you sign it.
Why listen to us
Most NDA advice online is written anonymously by software companies that have never had to enforce one.
YayNDA was co-founded by Marco Anzalone and James Snay, a litigator and a technical co-founder who teamed up to fix a problem they'd both run into. The legal thinking behind this guide is Marco's, an attorney with more than twenty years of experience across the courtroom and the C-suite. He began his career as a commercial litigator at Day Pitney LLP, one of the largest law firms in the Northeast, rising from associate to counsel to partner over nine years and litigating disputes over trade secrets, intellectual property, contracts, and shareholder rights in state and federal courts and in arbitration. He went on to serve as Chief Legal Officer, EVP, and Corporate Secretary of the Institute for Integrative Nutrition, where he built the legal function from the ground up and led the company's sale to a private equity firm, and as General Counsel of Wolfe LLC, a high-growth technology company, where he brought AI-driven tools into legal operations.
That combination is the whole point. He has drafted and negotiated these agreements from the business side, and litigated them in state and federal court when they broke down, and the clauses lawyers argue about in a negotiation are not always the ones that decide a case. YayNDA is built on the difference.
J.D., Seton Hall University School of Law. Admitted in New Jersey, New York, and Florida, and before the U.S. District Courts for the District of New Jersey and the Southern and Eastern Districts of New York. More about Marco →
This is general information, not legal advice, and using YayNDA does not create an attorney-client relationship. For advice on your specific situation, talk to a lawyer licensed in your jurisdiction.
Frequently asked questions
- Is the YayNDA template really free?
- Yes. Both the mutual and the one-way NDA templates are free to use, with no subscription.
- Do I need my own NDA to use the tool?
- No. If you don't have one, start from our free mutual or one-way template and compare it against the counterparty's.
- Is YayNDA legal advice?
- No. It's a tool for comparing and improving NDA language. It doesn't replace a lawyer for your specific situation.
- What kinds of NDAs does it handle?
- Mutual and one-way NDAs / confidentiality agreements in standard commercial contexts.
- Can I use this NDA template for my business?
- You can use it as a starting point. Whether it's right for a given deal depends on your facts, your counterparty, and the law that applies, so treat it as a strong first draft rather than a finished answer for every situation.
- What's the difference between a mutual and a one-way NDA?
- A mutual NDA protects information both sides share; a one-way NDA protects information only one side discloses. Choose based on who is actually disclosing.
Stop signing NDAs you haven't really read.