To fill out an NDA, identify the legal parties, describe why information will be shared, choose the effective date, set the NDA term and confidentiality period, select governing law and jurisdiction, add notice details, and collect authorized signatures.
This guide uses the Common Paper Mutual NDA as its example. Its Cover Page holds the choices that change from one deal to the next, while the Standard Terms supply the contract language those choices control.
Before you start
Gather the following information before completing the agreement:
- Each party’s full legal name and notice address
- A short description of the proposed relationship or project
- The date confidential discussions should be covered from
- Your preferred NDA term and confidentiality period
- The governing law and jurisdiction your organization uses
- Changes to the Standard Terms, if any
- The name and title of each authorized signer
1. Choose a mutual or unilateral NDA
Use a mutual NDA when both sides expect to disclose confidential information. Use a unilateral, or one-way, NDA when only one side will disclose protected information. The Common Paper Mutual NDA allows each party to be both a disclosing party and a receiving party.
Need help choosing? Read Mutual vs. unilateral NDA.
2. Enter the parties’ legal names
Enter the full legal name of each company or person signing the NDA. Do not rely on a product name, trade name, or abbreviation unless it is the party’s legal name. Check a formation document, contract record, or official business registry if you are unsure.
A parent company, subsidiary, and affiliate are different legal entities. Confirm which entity will disclose information, receive information, and sign the agreement.
3. Write the purpose
The purpose states why the parties may use confidential information. It should be specific enough to limit unrelated use, but broad enough to cover the conversations the parties expect to have.
| Situation | Example purpose |
|---|---|
| General evaluation | Evaluating a potential business relationship between the parties. |
| Vendor review | Evaluating software and related implementation services. |
| Partnership | Evaluating and planning a potential product integration and go-to-market partnership. |
These examples are starting points, not language for every situation. Match the purpose to the actual exchange.
4. Choose the effective date
The Effective Date controls when the NDA begins. Parties often use the date of the last signature, but they may choose a fixed date. If confidential information has already been shared, check whether the selected date and the agreement language cover those earlier disclosures.
Common Paper provides optional language to protect information shared before the Effective Date.
5. Set the NDA term
The NDA term is the period when the agreement remains active and new disclosures can receive protection. The Common Paper Cover Page lets the parties choose a fixed term or continue the agreement until one party terminates it.
Do not confuse the NDA term with the confidentiality period. The NDA can end while duties for information shared during its term continue.
6. Set the term of confidentiality
The term of confidentiality is how long the recipient must protect covered information. Decide whether it lasts for a fixed number of years or continues indefinitely, and confirm when that clock begins. The right choice depends on how long the information remains sensitive, the type of information involved, and applicable law.
For the tradeoffs and benchmark data, read How long should an NDA last?.
7. Select governing law and jurisdiction
Governing law and jurisdiction answer different questions. Governing law identifies which jurisdiction’s law will be used to interpret the NDA. Jurisdiction identifies where disputes may be heard. Many companies use the law and courts tied to their headquarters or a standard contracting position, but the choice can affect cost and negotiating position in a dispute.
8. Record changes to the Standard Terms
Use the Other Changes to Standard Terms field to identify modifications to the NDA standard terms. Common Paper’s Language Library includes sample language for frequent requests. Keep each change visible and specific so both parties can see how the standard has been modified.
If the parties directly edit a downloaded copy of the Standard Terms, preserve the required attribution and identify the document as modified from the applicable Common Paper standard. Common Paper’s guide to changing a standard contract explains how to document those modifications.
9. Add notices and signatures
Enter the notice information requested for each party. Then add each signer’s name and title. The signer should have authority to bind the party named in the agreement. Review the names, dates, and party labels before anyone signs.
10. Send, sign, and store the final agreement
Send the same completed version to both parties, resolve any requested edits, and collect all required signatures. Common Paper’s guide to creating and sending agreements walks through the online workflow.
Keep the fully executed copy in a place where the people handling the relationship can find it. Record the Effective Date, expiration date, and any continuing confidentiality deadline in your contract system or calendar.
Completed NDA example
A completed Cover Page might use choices like these:
| Field | Example selection |
|---|---|
| Parties | Northstar Labs, Inc. and Harbor Systems, LLC |
| Purpose | Evaluating a potential software integration and commercial partnership. |
| Effective Date | Date of the last signature |
| NDA term | One year |
| Confidentiality | Two years from the date of last disclosure, with trade secrets protected until they no longer qualify as trade secrets under applicable law |
| Governing law | Delaware |
| Jurisdiction | Delaware |
| Other changes | None |
The example shows how the fields fit together. It does not recommend those choices for a particular transaction.
Common mistakes to avoid
- Using a brand name instead of the signer’s legal entity
- Writing a purpose that does not match the planned exchange
- Treating the NDA term and confidentiality period as the same
- Assuming information shared before the Effective Date is covered
- Making changes without identifying them for the other party
- Leaving notice details or signature titles incomplete
- Storing only a partially signed version
Fill out a Mutual NDA with Common Paper
The Common Paper Mutual NDA combines a configurable Cover Page with standardized, annotated terms. Generate the agreement for free, send it for signature, and keep the final copy with your contracts.
Common Paper is not a law firm and does not provide legal advice. Common Paper forms are not customized for any particular user and are not a substitute for advice from a lawyer.
Frequently asked questions
Who should sign an NDA?
An authorized representative should sign for each legal party. The appropriate signer depends on the organization’s approval rules and the significance of the agreement.
Can an NDA’s effective date be before it is signed?
The parties can agree to a fixed Effective Date, but the NDA must be written to cover the intended disclosures.
Do both parties sign a mutual NDA?
Yes. Both parties sign because each side accepts duties under the agreement and may disclose or receive confidential information.
Can I change Common Paper’s Standard Terms?
Yes. The Cover Page includes a field for changes to the Standard Terms, and Common Paper publishes sample language for common modifications. Direct edits to a downloaded copy should retain attribution and identify the standard as modified.