How To Write An NDA That Is Enforceable (2026)

Types of Non-Disclosure Agreements You Should Know

There are two main types of NDAs: mutual or unilateral. The primary difference between a mutual vs. unilateral NDA is how many parties promise to protect the information. If one party promises to keep information confidential, the NDA is generally unilateral. If multiple parties promise to refrain from disclosing information, the NDA is mutual.

Many NDAs are negotiated, although some are not. For example, an employer might require employees to sign an NDA to protect the company’s trade secrets, which are not meant to be publicly known.

As a result, the employer will probably not negotiate the terms of this NDA. Instead, all workers will sign an agreement generated using the company’s employee NDA template. In other situations, though, parties may be able to negotiate the terms.

Step-by-Step Guide to Writing an NDA

To draft your NDA, start by determining the scope and duration of the agreement. This step includes defining the exact information that will be protected and how long the NDA will remain in effect.

Next, note whether the confidentiality will cover both parties or only one party. Again, this will decide whether you will draft a unilateral or mutual NDA.

Finally, make sure all parties understand and agree on the terms and sign the document. They may have comments, and you may need to adjust the terms based on further negotiations.

Why Non-Disclosure Agreements Matter

NDAs legally bind a party to refrain from disclosing information. It can be used in the following situations:

• Prevent disclosure of valuable business information
• Block discussion of sensitive facts
• Stop the release of information learned during confidential discussions

For example, parties often use NDAs in lawsuit settlements to prevent victims from discussing what they were paid to dismiss their cases.

Importantly, you should also know when NDAs are not permitted. Some states, such as Washington, prohibit using NDAs to block the disclosure of harassment, discrimination or sexual assault.

How to Properly Sign and Store Your NDA

Before signing, review all terms carefully. Make sure you complete any required fields in the document. Keep the NDA in a safe but accessible place so that you can refer back to its provisions, such as by using encrypted cloud storage.

Get More NDA Help From ConsumerShield

ConsumerShield offers a wide range of resources to help people solve their legal problems. Explore our online tools to get started today.