NDA Drafting

Home / Services / NDA Drafting
All services
Trade Secrets

NDA drafting gives you confidentiality agreements that actually hold up, with clear definitions, sensible scope, and enforceable terms tailored to employment, deals, and the business relationships where your information is at stake.

The NDA is the front line of trade secret protection, and most of the ones in circulation are either too vague to enforce or so broad a court will not touch them. We draft and negotiate non-disclosure agreements that fit the actual relationship, whether it is a new hire, a vendor, an acquisition target, or a partner you are sharing source code with. The goal is an agreement that protects you and survives a challenge.

One-Way And Mutual NDAs

The structure should follow the information flow. We draft one-way NDAs when you are the one disclosing and need maximum protection, and mutual NDAs when both sides are exchanging sensitive material and need balanced obligations. We tailor each to the context, an employee NDA differs sharply from a deal NDA, so the agreement matches the relationship instead of forcing every situation through one generic template.

The Terms That Matter

An NDA succeeds or fails on its definitions and carve-outs. We pin down what counts as confidential information, the permitted purpose, restrictions on the recipient and their people, standard exclusions for public or independently developed information, the term of the obligation, and the remedies for breach. Getting these right is what separates an agreement that deters and supports enforcement from one that only looks protective on paper.

Keeping It Enforceable

Courts routinely refuse to enforce NDAs that reach too far, last forever, or sweep in information that was never really secret. We draft to the law that will govern the agreement, calibrating scope and duration so the restrictions are reasonable enough to hold. An enforceable NDA you can actually rely on beats an aggressive one that collapses the moment you try to use it against someone.

Reusable NDA Templates

You should not pay for a custom agreement every time someone signs an NDA. We build clean, defensible templates for your routine situations, vendors, contractors, candidates, so your team can move fast without sacrificing protection. For the relationships that carry real risk or unusual terms, we step in to customize, giving you both efficiency for the ordinary and rigor where it counts.

Frequently asked questions

Before you share valuable confidential information with anyone outside your company: a potential partner, an investor, a contractor, or a vendor. The agreement has to be in place before the disclosure, because an NDA can't protect information you've already handed over without one.

It should define what counts as confidential information, spell out how the recipient may use it, list their obligations, and carve out exclusions like information that's already public. It should also set a term, require return or destruction of materials when the relationship ends, and address remedies for a breach.

It depends on the information. Trade secrets can warrant protection for as long as they stay secret, even indefinitely. Other confidential information often carries a fixed term, commonly three to five years, after which the obligation expires.

Use a one-way NDA when only your side is disclosing. Use a mutual NDA when both sides will exchange confidential information, such as in a partnership or merger discussion. A mutual agreement when only you're disclosing just adds obligations you don't need.

A template is a fine starting point for routine situations, but it should be reviewed against the specific deal. For anything significant, customize it: the definitions, term, and permitted uses that fit a vendor relationship are not the ones that fit an acquisition.

Reasonable scope, clear definitions, valid consideration, and compliance with the governing law. Agreements that are too broad or vague can be struck down or narrowed by a court, so an NDA that tries to protect everything forever often protects less than a tighter one.

Our team

Attorneys who can help

Document products

Related document products

Order attorney-drafted documents related to this service.

Browse all products

Let's talk about your nda drafting needs.

Get in touch