NDA Generator - Create a Non-Disclosure Agreement in Minutes
Lexara's NDA generator drafts a complete, jurisdiction-aware Non-Disclosure Agreement in under sixty seconds. Mutual or one-way, covering UK, EU, US, Canada, Australia, Germany and France - with statutory carve-outs and trade-secret protections built in.
What's included in a Lexara NDA
Every NDA we generate includes the seven clauses a court will look for when assessing enforceability:
- Definition of Confidential Information - broad coverage with a non-exhaustive list of categories (financials, customer data, source code, trade secrets, methods, know-how).
- Standard exclusions - public domain, lawfully obtained from a third party, independently developed, required to be disclosed by law or competent regulator.
- Permitted disclosures - to professional advisers under equivalent confidentiality obligations.
- Term and survival - typically 2-5 years; perpetual for trade secrets defined under the Trade Secrets (Enforcement, etc.) Regulations 2018 (UK) or the Defend Trade Secrets Act 2016 (US).
- Return or destruction - recipient must return or destroy materials on termination, with written certification.
- Whistleblowing carve-out - protected disclosures under PIDA 1998 (UK), Whistleblower Directive 2019/1937 (EU) and equivalent state laws (US).
- Remedies clause - confirms the disclosing party may seek injunctive relief in addition to damages.
Jurisdiction-aware drafting
An NDA drafted under Delaware law looks different from one drafted under English law, and a German NDA needs to comply with the Geschäftsgeheimnisgesetz (GeschGehG). Lexara picks the right governing law, jurisdiction clause, statutory references and remedies based on the country you select.
- UK - common-law duty of confidence, PIDA 1998 carve-out, ERA 2025 sexual-harassment exception.
- EU - Directive 2016/943 on trade secrets implemented at Member State level.
- US - DTSA immunity notice (18 U.S.C. §1833(b)) included automatically; Speak Out Act 2022 carve-out.
- Germany - GeschGehG drafted in German with AGB-compliant standard terms.
- France - Code de Commerce L.151-1 with lanceurs d'alerte protections under Loi Sapin II.
Mutual vs one-way NDAs
A mutual NDA binds both parties to keep each other's confidential information secret. It's the right choice when both sides will be sharing sensitive material - for example M&A discussions, joint ventures, or two companies evaluating a partnership.
A one-way NDA only binds the recipient. Use it when information flows in one direction: an employee or contractor accessing company systems, an investor reviewing financial data, or a supplier receiving product specifications.
Lexara lets you toggle between the two when generating; the entire document - including signature blocks, defined terms and remedies - adjusts automatically.
When do you need an NDA?
Use an NDA whenever you are about to share information that would be commercially damaging if it leaked. The most common scenarios:
- Business partnerships and joint ventures - before exchanging financials, customer lists or strategic plans.
- Hiring senior staff or contractors - alongside the employment contract or before a trial period.
- Investor and acquirer discussions - before opening the data room.
- Freelancer and agency engagements - when sharing access to product roadmaps, source code, brand assets or client data.
- Supplier and manufacturer briefings - to protect designs, specifications and pricing.