One-way (unilateral) NDA
Only you disclose.
Obligations run one direction, so the definition and the remedies are written for the discloser. Common with contractors, prospective buyers reviewing your numbers, and manufacturers quoting your design.
NDA Drafting and Review
Have a Licensed U.S. Attorney Draft or Review Your Nondisclosure Agreement
Prepared by a licensed U.S. attorney
An NDA lawyer does three things: drafts a nondisclosure agreement that fits the deal, reviews the one the other side sent, and enforces it when information leaks. We do the first two. A licensed U.S. attorney writes a one-way, mutual, or employee NDA around what you are actually sharing, or marks up the draft you were handed with a note on every change. You sign it and keep it.
The short answer
You do not need a lawyer to sign an NDA, and a template covers many simple exchanges. Get one drafted or reviewed when the information is a trade secret, when the recipient works for you (federal law then requires an immunity notice, 18 U.S.C. 1833(b)(3)), or when the other side's draft reaches past confidentiality.
Defend Trade Secrets Act, Speak Out Act, and SEC Rule 21F-17 checked against the official text
NDA Lawyer
What an NDA Attorney Actually Does, and the Part We Handle
Most of what people hire an NDA attorney for is paperwork done carefully: deciding whether the agreement should be one-way or mutual, defining what is confidential tightly enough to enforce, adding the exclusions and carve-outs the law requires, and catching the clauses in the other side's draft that are not about confidentiality at all. That work happens before anyone signs, and it is the work we do.
The third job, enforcement, is different. If someone has already misused your information, a litigator sues for an injunction and damages. We draft the breach letter that usually comes first and leave the courtroom to trial counsel. Legal Tank is a drafting service, not a law firm, and does not represent you in a dispute.
Drafting
A new NDA written around the deal, the information, and the people who will see it.
We prepare this
Review
The other side's NDA redlined, with a plain-English note on what each change protects.
We prepare this
Enforcement
Suing for an injunction or damages after a breach. We draft the demand letter; a litigator files suit.
Letter only
Which NDA
One-Way, Mutual, or Employee NDA: Matching the Agreement to the Deal
The first drafting decision is who is disclosing. Getting it wrong is the most common reason an NDA either fails to protect the party that needed it or binds a party that never meant to disclose anything. For the definitions and the three types in depth, see our guide to what NDA agreements are and how courts read them.
Mutual NDA
Both sides disclose.
Every clause binds both parties, so terms you would push for as discloser bind you as recipient too. Common in partnership, joint development, and acquisition talks.
Employee or contractor NDA
Someone working for you.
Must carry the federal whistleblower immunity notice or a cross-reference to your reporting policy (18 U.S.C. 1833(b)(3)); contractors and consultants count as employees for that rule (1833(b)(4)).
Clause by Clause
The Clauses Our Attorney Drafts Into a Nondisclosure Agreement
A short NDA still has to answer eight questions. The sample language below is illustrative; every draft is written for the deal in front of us, and the note beside each clause is the reason it is there.
Confidential Information
Non-public business, technical, and financial information disclosed for the Purpose, whether marked or identified in writing within 10 days of an oral disclosure.
The clause courts read first. Too narrow and your information is unprotected; so broad it covers public knowledge and a court may refuse to enforce it as written.
Exclusions
Information that is or becomes public through no fault of Recipient, was already known to Recipient, is independently developed, or is received from a third party without a duty of confidence.
Standard carve-outs. Leaving them out is a red flag to the other side's counsel and slows signing.
Permitted Purpose
Solely to evaluate a possible supply relationship between the parties.
Limits use, not just disclosure. Recipient may share with employees and advisers who need to know and are bound by duties at least as protective.
Compelled Disclosure
Recipient may disclose to the extent required by law or court order after prompt notice, where lawful, so Discloser can seek protection.
Plus the federal carve-outs: reports to government agencies and the SEC, and the DTSA immunity notice where the recipient is an individual working for the discloser.
Term and Survival
Obligations last 3 years after the last disclosure; for trade secrets, as long as the information remains a trade secret.
A trade secret is protected only while the owner takes reasonable measures to keep it secret (18 U.S.C. 1839(3)), so a fixed end date should not release one.
Return or Destruction
Within 10 days of request, Recipient returns or destroys Confidential Information and certifies it in writing, except copies kept in routine backups.
Backups and legal hold copies are the usual negotiation point; the certificate is your evidence of compliance.
Remedies
Breach may cause irreparable harm; Discloser may seek injunctive relief in addition to any other remedy.
Drafted to sit beside the DTSA remedies (18 U.S.C. 1836(b)(3)), not to waive defenses the other side will strike.
No License, Governing Law, Signatures
No license is granted. Governed by the laws of [State]. Electronic signatures are binding.
A contract may not be denied effect solely because it was signed electronically (15 U.S.C. 7001(a)).
Need only a standard form? Start from our free NDA template or mutual NDA template, or answer a few questions in the NDA generator.
Federal Rules
Three Federal Rules Every NDA Has to Respect
The immunity notice dates from May 2016 and the Speak Out Act from December 2022, so a template written before either can predate them. Each rule either costs the discloser a remedy or makes a clause unenforceable, so we draft them in rather than wait for the other side to raise them.
The trade secret immunity notice
18 U.S.C. 1833(b)(1), (3), (4)
An individual cannot be held liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a court filing made under seal. An employer must give notice of that immunity in any contract with an employee that governs trade secrets or other confidential information, or cross-reference a policy document that does. Contractors and consultants count as employees. Leave the notice out and the employer cannot recover exemplary damages or attorney fees from that employee under the DTSA. The rule applies to agreements entered into or updated after May 11, 2016.
The Speak Out Act
42 U.S.C. 19403
A nondisclosure or nondisparagement clause agreed to before a sexual assault or sexual harassment dispute arises is not judicially enforceable in that dispute where the conduct is alleged to violate federal, tribal, or state law. The Act expressly leaves employers free to protect trade secrets and proprietary information, and leaves room for state laws that protect speech at least as much, so the governing state's rules are checked for every draft.
SEC whistleblower communications
17 CFR 240.21F-17(a)
No person may take any action to impede an individual from communicating directly with SEC staff about a possible securities law violation, including enforcing or threatening to enforce a confidentiality agreement. An NDA that requires notice to the company or its permission before contacting a regulator puts the company on the wrong side of that rule.
NDA Review
NDA Review: What We Check Before You Sign Someone Else's Draft
An NDA review answers one question: does this agreement protect what it says it protects, and nothing more? A draft written by the other side is written for the other side, and the terms that matter most sit in the definitions and the last pages, not the title.
You get the draft back redlined, with a short memo that explains each change in plain English and marks which points are worth holding and which are customary to concede. If the agreement is fine as written, we say so.
Reviewing a larger commercial contract with confidentiality terms inside it? See contract review services.
When It Is Broken
Breach of an NDA: Injunctions, Damages, and the Three-Year Clock
A broken NDA is a breach of contract. When the information is also a trade secret, meaning the owner took reasonable measures to keep it secret and it has value because it is not generally known (18 U.S.C. 1839(3)), the Defend Trade Secrets Act adds a federal claim.
Under the DTSA a court may grant an injunction, award damages for actual loss and unjust enrichment or a reasonable royalty, add up to twice those damages for willful and malicious misappropriation, and award attorney fees in limited cases (18 U.S.C. 1836(b)(3)). The claim must be brought within 3 years after the misappropriation is discovered or should have been (1836(d)).
One limit shapes how we draft: a DTSA injunction may not prevent a person from entering an employment relationship, and any conditions on the new job must rest on evidence of threatened misappropriation, not merely on what the person knows (1836(b)(3)(A)(i)(I)). An NDA that tries to do a non-compete's job is the clause most likely to fail. If you need a restrictive covenant, it belongs in a non-compete agreement drafted for your state.
Most breaches start with a letter. We draft a cease and desist letter that cites the agreement, demands return of the information, and asks for written confirmation. A lawsuit is for your litigator.
What We Prepare
An NDA Drafting Service Run by a U.S. Attorney, With You in Control of Signing
Every NDA and every redline is prepared by a licensed U.S. attorney. We draft and explain; you decide what to sign, sign it, and keep it. We do not negotiate with the other side or appear in a dispute for you.
Custom NDA Draft
A one-way, mutual, or multi-party NDA written for your deal: the purpose, what is confidential, who may see it, how long it lasts, and the remedies, with the federal carve-outs built in.
Use it whenYou are about to share something valuable and want your own paper on the table.
NDA Review and Redline
The other side's NDA marked up clause by clause, with a short memo explaining what each change protects and which points are worth holding.
Use it whenYou were sent an NDA and asked to sign it this week.
Employee and Contractor NDA
A confidentiality agreement for staff, contractors, or consultants with the 18 U.S.C. 1833(b) immunity notice and carve-outs that survive the Speak Out Act and SEC Rule 21F-17.
Use it whenYou are onboarding people who will see trade secrets or customer data.
NDA Breach Letter
A demand that the recipient stop using or disclosing your information, return it, and confirm in writing, drafted against the agreement and the DTSA.
Use it whenYou believe your information has been used or shared without permission.
01
You send the deal and any draft
Who is sharing what with whom, why, and any NDA you were sent, through the secure matter portal.
02
We scope it in one business day
A written scope lists the document, the open questions, and a delivery date set against your signing deadline.
03
A licensed U.S. attorney drafts
The draft or redline is prepared by a licensed U.S. attorney, with a note on every choice that matters.
04
You review and we revise
You confirm the purpose, the parties, and the term. We revise until it matches the deal.
05
You sign
The parties sign, on paper or electronically. You keep the agreement; we do not sign or negotiate for you.
Other business agreements to prepare? See contract drafting services or legal document drafting.
FAQ
Questions People Ask Before Hiring an NDA Lawyer
Do I need a lawyer for an NDA?
The law does not require one. An NDA is a contract, and any two parties can sign one. A lawyer earns the fee when the information is worth protecting or the terms are not standard: when you are disclosing a trade secret, when the NDA covers employees or contractors (federal law requires a specific immunity notice in those agreements, 18 U.S.C. 1833(b)(3)), when the other side sent its own paper, or when the agreement adds non-solicitation, non-compete, or residuals terms. For a low-stakes exchange, a well-built template often does the job.
How much does an NDA cost?
There is no filing fee; an NDA is a private contract. What you pay for is the drafting or review time, which turns on whether the agreement is one-way or mutual, how many parties sign, whether it covers employees or contractors, and whether you are drafting from scratch or answering the other side's paper. We quote a fixed fee after reading what you send, and the quote is free. A free template is available if the deal is simple.
Can I sue someone for breaking an NDA?
Yes. A broken NDA is a breach of contract, and if the information is a trade secret, the Defend Trade Secrets Act also lets the owner sue in federal court for an injunction, damages for actual loss and unjust enrichment or a reasonable royalty, up to twice those damages for willful and malicious misappropriation, and attorney fees in some cases (18 U.S.C. 1836(b)(3)). A DTSA claim must be filed within 3 years after the misappropriation is discovered or should have been (1836(d)). Most disputes start with a cease and desist letter; we draft that letter, and a litigator handles any lawsuit.
How well do NDAs hold up in court?
A clear NDA with a defined scope holds up well; a vague or overreaching one invites a fight. The weak points are predictable: a definition of confidential information so broad it covers public knowledge, no exclusions, no end date for ordinary business information, and clauses that work like a non-compete. Some limits are fixed by statute: a pre-dispute NDA cannot be enforced to silence a sexual assault or sexual harassment claim (42 U.S.C. 19403), cannot block reports to the SEC (17 CFR 240.21F-17(a)), and a DTSA injunction cannot stop someone from taking a job based only on what they know (18 U.S.C. 1836(b)(3)(A)(i)(I)).
Can you write an NDA without a lawyer?
Yes. Many NDAs are signed from templates, and ours is free. Writing your own works best for a mutual NDA between two businesses exploring a deal, where both sides want the same protection. Have one drafted or reviewed when the information is your core asset, when the recipient is an employee or contractor, when you are in a regulated industry, or when the other side's draft has terms you do not understand.
What to look for when reviewing an NDA?
Read it in this order: who is disclosing (one-way or mutual), what counts as confidential information and how it must be marked, the exclusions (public, already known, independently developed, received from a third party), what you may use the information for, who inside your company may see it, how long the obligations last, what happens to the information at the end, the remedies clause, the governing law and venue, and anything that is not confidentiality at all, such as non-solicitation or non-compete promises tucked into the back.
What are the main red flags in an NDA?
A definition that covers everything you hear with no exclusions; no time limit on ordinary business information; a one-way NDA dressed up as mutual; an assignment of ideas or work product; a non-compete or non-solicit hidden in an agreement labeled confidentiality; a pre-agreed damages figure or a waiver of the right to contest an injunction; a requirement to notify the other side before talking to a government agency; and, in an employee or contractor NDA, no immunity notice under 18 U.S.C. 1833(b)(3).
How long does a NDA review take?
It depends on the length of the agreement and how far it strays from standard terms. We scope every review in one business day and put the delivery date in writing, set against your signing deadline if you have one, so you know before you commit when the redline and memo will arrive.
This page explains federal rules that affect nondisclosure agreements and what we draft. It is not legal advice about your agreement, and Legal Tank does not represent you in a dispute.
Ready When You Are
Share the Information Only After the NDA Is Right
Tell us who is sharing what, and send any draft you were given. We return a scope and a delivery date in one business day, and the NDA or redline comes back for you to sign.
Quotes return same business day on intakes received before 5 PM ET
Prefer email? Contact us.