Parties and direction of the obligations
First decide who discloses information. A one-way NDA protects one party, for example a company showing internal materials to a contractor. A mutual NDA suits negotiations where both sides share data. The choice shapes the whole text: in a mutual agreement the same restrictions apply to both, which matters if you mostly receive information.
Check who exactly the party is: a company, a sole trader or an individual, and whether the agreement covers affiliated companies if information will move within a group.
Also decide whether you need a standalone NDA at all or whether a confidentiality section in the main contract is enough. If the cooperation is already documented, a second document may duplicate or contradict the first. When both exist, state which one prevails.
Definition of confidential information and exclusions
The definition is the core clause. One that is too broad, such as any information in any form, is hard to apply and easy to challenge. One that is too narrow leaves what really matters unprotected. A practical approach is to list categories, such as technical data, financials, customer lists and deal terms, and to state how information is marked or recorded, including information shared orally.
Standard exclusions usually cover information that is already public through no fault of the recipient, was known to the recipient beforehand, was lawfully received from a third party or was developed independently. Disclosure required by law or a public authority is handled separately: often the recipient agrees to notify the other party and disclose only what is necessary. Without exclusions the agreement may be unworkable in practice.
In some countries, including Russia, trade secret protection has its own requirements for the information holder. An NDA helps but does not replace internal protection measures, so check those requirements separately.
Purpose, access and protection measures
State the purpose for which information is shared, for example evaluating a possible partnership or carrying out a specific project. Use beyond that purpose should be expressly prohibited. Define to whom the recipient may disclose information: employees, advisers and contractors who need it for the purpose, provided they are bound by equivalent obligations.
Describe reasonable protection measures without turning them into an impossible rulebook. Add a duty to report a leak and a clause stating that sharing information does not transfer any rights or licence to it.
Term, return and liability
Distinguish the term of the agreement, during which information is exchanged, from the period during which the duty not to disclose continues. The second is usually longer and may survive the end of the cooperation. For some information, such as source code, a longer protection period is sometimes set.
State what the recipient does with the information at the end or on request: returns or destroys it and confirms this in writing, with a reasonable carve-out for backups. In the liability section decide whether there will be a fixed contractual penalty or only compensation for losses: losses from a leak are often hard to prove, so a fixed amount is common, but it should be proportionate and enforceable under the chosen law. Finish with the governing law and dispute resolution.
NDA checklist
Parties and direction of obligations; a clear definition of information and how it is marked; exclusions, including disclosure required by law; purpose of use; who may access it; protection measures and leak notification; no transfer of rights; term of the agreement and confidentiality period; return or destruction; liability; governing law and disputes; signatures of authorised people.
How to do this in Legal
In JEEKSSHIRE 24 | Legal an NDA is a separate document type in the creation section. Describe the parties, purpose and term, then choose the country and your role: the assistant asks about what is missing and leaves unknown details marked as fields to fill in. The draft opens in the editor, where you can check the exclusions and liability, add details from a saved profile and a drawn signature, and save the file as PDF or DOCX. An incoming NDA from the other side can be opened and discussed with the assistant in the review section. Creating documents is available with a paid subscription. This is a draft to check, not a lawyer's opinion.