Create a non-disclosure agreement draft in your browser by choosing a Japan, US, or UK NDA template and filling in the parties, purpose, confidentiality scope, terms, governing law, and forum.
How it works
The tool applies your inputs to a deterministic NDA draft. It does not call AI, send your data to a server, or save your work in a database. The draft is meant as a starting point for review, not as legal advice.
| Template | Best for | Default law / forum | Notes |
|---|---|---|---|
| Japan mutual - standard business | Both Japanese parties exchange confidential information | Japanese law / Tokyo District Court | Standard mutual confidentiality structure |
| Japan one-way - one side discloses | One Japanese party discloses and the other only receives | Japanese law / Tokyo District Court | Uses Disclosing Party / Receiving Party roles |
| Japan mutual - AI / data PoC | AI evaluation, data sharing, and joint proof-of-concept work | Japanese law / Tokyo District Court | Adds clauses for evaluation data, outputs, and model-training restrictions |
| US mutual - business discussions | Both sides exchange confidential information in a US-style deal | Delaware / Delaware courts | Mutual disclosure pattern common in commercial deals |
| US one-way - one side discloses | One side discloses and the other side only receives | California / California courts | Useful when only one side shares confidential information |
| UK mutual - business discussions | Both sides exchange confidential information under UK-style terms | England and Wales / courts of England and Wales | Mutual disclosure pattern with UK governing law defaults |
| UK one-way - one side discloses | One side discloses and the other side only receives under UK-style terms | England and Wales / courts of England and Wales | One-way structure with UK governing law defaults |
How to create an NDA online
- Pick the template that matches the jurisdiction and disclosure pattern.
- Enter the agreement date, purpose, party names, addresses, and signers.
- Define the confidential information, disclosure period, confidentiality term, and return or destruction deadline.
- Confirm the governing law, court / forum, and whether to show a blank signature line.
- Download the A4 PDF, copy the Markdown draft, or download the same content as
.mdor.txt.
Example input and output
Example input: choose US mutual - business discussions, enter "evaluating a potential commercial partnership for an AI workflow product" as the purpose, set a 12-month disclosure period, a 3-year confidentiality term, and list product specifications, API designs, customer prospect lists, pricing terms, and evaluation results as confidential information.
Example output: the generated draft names both companies as Party A and Party B, states the business purpose, defines confidential information, excludes public or independently developed information, limits use to the purpose, requires reasonable protection, sets the disclosure and confidentiality periods, and adds signature blocks.
When to use a mutual NDA vs one-way NDA
Use a mutual NDA when both sides expect to disclose confidential information. Use a one-way NDA when only one side will disclose confidential information and the other side will only receive it. If the deal may become reciprocal later, start with a mutual NDA or ask counsel to revise the draft before signing.
Public references used
The draft structure is informed by public NDA resources such as the Small and Medium Enterprise Agency IP transaction guidance, the Japan Patent Office open innovation portal, the Common Paper Mutual NDA, a California Courts one-way NDA sample, and GOV.UK non-disclosure agreement guidance. The generated document is an original drafting aid and is not a verbatim copy of those sources.
Privacy and legal review
All processing happens in your browser, so company names, addresses, project details, and confidential information are not uploaded. This is a drafting helper, not legal advice. Before signing, review the draft with qualified counsel, especially for regulated data, trade secrets, employment matters, fundraising, M&A, or cross-border disclosures.