NDA template
Build a non-disclosure agreement without starting from a blank page. goHeather asks what you are sharing and who with, writes a mutual or one-way NDA around your answers, and explains every clause in plain English before you send it.
Any country or jurisdiction you tell it- Mutual or one-way, your choice
- Built for the place you tell it
- Every clause explained as you go
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What is a Non-Disclosure Agreement?
A promise to keep something to yourself, written down
A non-disclosure agreement is a contract in which one or both parties promise not to share information the other gives them, and not to use it for anything except the purpose they agreed on. It is the document businesses sign before a conversation that would feel risky to have without it.A one-way NDA puts the obligations on one side: you are the only one sharing. A mutual NDA puts them on both, which is what most businesses reach for when two companies are exploring a deal and each will see the other's numbers. goHeather asks which one fits your situation and builds accordingly.An NDA does not physically stop anyone from talking. What it does is make the boundary explicit, in writing, before the information changes hands — which is most of why people sign them.
What often goes wrong in a NDA
Patterns that come up again and again, and how goHeather handles them.
Signing a downloaded NDA
- The definition of Confidential Information covers everything, so nobody can actually work to it
- The usual exceptions are missing, and nobody notices until there is a disagreement
- No end date on the confidentiality obligation, because the template never had one
- One-way when the conversation is clearly two-way, so only you carry the obligations
- Governing law left as whatever state the template happened to be written for
Building it with goHeather
- goHeather asks what you are sharing and writes a definition that matches it
- The usual exceptions and permitted disclosures are in the draft from the start
- You choose the confidentiality term, with the options explained
- Mutual or one-way is a question you answer, not something you inherit from a PDF
- goHeather asks where you operate and builds to that state
From blank page to signed NDA
goHeather is not a template download. It is a contract builder that walks you through the document, powered by the latest AI models.
- Start
Start from scratch or from a template
Describe the deal in your own words, or pick a Non-Disclosure Agreement template and work from there. Either way goHeather builds the document with you rather than handing you a file to fill in.
- Answer
Answer questions as it drafts
goHeather asks who the parties are, what the deal covers and where you operate, and writes each clause around your answers as you go.
- Review
See every clause explained
Each clause comes with a plain-English summary of what it does, so you know what the document says before you send it.
- Negotiate
Check what comes back
Upload the other side’s edits and goHeather shows each change against the version you sent, flagged by risk.
- Sign
Send it for signature
Collect e-signatures and keep the executed copy, the key dates and the renewal terms in one place.
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Who needs a Non-Disclosure Agreement
Where this document usually shows up, and what else goHeather covers there.
- Founders
Investor and acquirer conversations
Before a data room opens, both sides sign. goHeather builds the mutual NDA and keeps the executed copy with the rest of your corporate paper.
See contract AI for founders
- HR
Candidates and recruiting partners
Senior candidates see roadmaps and customer lists during interviews. A short one-way NDA covers it without slowing the process down.
See contract AI for HR teams - Technology
Vendors, integrations and pilots
Software companies sign NDAs constantly — with prospects, integration partners and security auditors. Review the ones you are sent in a couple of minutes.
See contract AI for technology companies - Review
Check an NDA somebody sent you
Upload the NDA on your desk and goHeather flags what is unusual, one-sided or missing, with a suggested edit beside each one.
Review an NDA you were sent
Your contracts stay yours
A Non-Disclosure Agreement carries names, numbers and terms you would not want shared. goHeather protects every document you draft or upload with enterprise-grade controls, end-to-end encryption and trusted AI providers.
Learn more about security
Contracts encrypted with gold-standard protection- Database provider meets bank-grade security
- Your documents and data will never be sold
- We do not use your data to train our models
Building an NDA with goHeather
goHeather is a technology company, not a law firm, and this page is not legal advice. It describes what our software does. Nothing here states the law or tells you what your contract needs — for that, talk to an attorney licensed where you operate.
Most NDAs get signed without being read, which is why the awkward ones stay in circulation. The sections below cover what goHeather asks while it builds one, what it looks at when you upload one somebody else sent, and where the document sits alongside the rest of your paperwork.
What goHeather covers in a Non-Disclosure Agreement
These are the parts of a Non-Disclosure Agreement goHeather asks you about while it builds one, and the parts it looks at when you upload one somebody else sent. It is a description of what the product does — not a checklist for your document, and not a view on what yours needs.
- Definition of Confidential Information. Sets out what is covered — the categories of information, and whether it has to be marked confidential to count. goHeather flags: definitions written as “all information disclosed”, because in practice nobody can operate to a boundary that wide.
- Standard exclusions. Carves out information that is already public, that the receiving party already knew, that it developed independently, or that it got from someone else. goHeather flags: when these exceptions are missing, since their absence is one of the biggest differences between a short NDA and a full one.
- Permitted purpose. States the reason the information may be used at all — evaluating a partnership, performing services, considering an investment. goHeather flags: a purpose written vaguely, so you can see how much room it leaves before you agree to it.
- Term of the obligation. How long confidentiality is meant to last, which is a separate question from how long the agreement itself runs. goHeather flags: an obligation with no end date, and shows a fixed term beside it so the choice is visible rather than inherited.
- Permitted disclosures. Covers sharing with your own employees, attorneys and accountants who need to know, and what happens if a court asks for the information. goHeather flags: when there is nothing covering a subpoena or court order, because that gap tends to surface at the worst possible moment.
- Return or destruction. What the receiving party does with your material when the discussion ends or you ask for it back. goHeather flags: very short deadlines, since most businesses keep backups and cannot realistically clear them in a few days.
- No license and no obligation. Confirms that sharing information does not hand over ownership, a license, or any commitment to actually do the deal. goHeather flags: when this is absent, because its absence leaves more room to argue later about what access was supposed to imply.
- Remedies. What each side can ask a court for if the agreement is broken, including an order to stop further disclosure. goHeather flags: remedies that run in only one direction inside a supposedly mutual NDA, so you can see the imbalance.
- Governing law and venue. Which state's law the parties choose, and where a dispute would be heard. goHeather flags: a venue a long way from both parties, since the practical cost of ever using it is easy to miss at signature.
The first thing goHeather asks: which way is the information going?
Everything else in the document follows from this. If you are the only one sharing — briefing an agency, bringing in a contractor, showing a supplier your specifications — the obligations sit with the other side and the agreement stays short. If both of you will see something you care about, which covers most partnership, investment and acquisition conversations, the obligations run both ways.
goHeather asks the question directly rather than assuming. It is the thing people most often get wrong with a downloaded template: a one-way NDA gets signed for a two-way conversation, the other side shares something anyway, and there is nothing running in that direction.
From your answer it builds the matching version, names the parties properly, and sets out what each side is agreeing to. You see the whole document before it goes anywhere.
The questions that shape the document
An NDA is short, so a handful of answers change most of it. goHeather works through them with you rather than handing over a form with blanks in it.
What are you actually sharing? Financial statements and a product roadmap are not the same thing as a customer list, and the document reads differently depending on the answer. What is it for — a specific evaluation, an ongoing supply relationship, a one-off pitch? How long do you want the promise to run, and does that differ for your most sensitive material? Where is each party based?
As it goes, each clause appears with a plain-English summary of what it does. That is the part most people say they have not had before: not a finished PDF, but a document you understand while it is being written, so you know what you are sending when you send it.
- Which direction the information flows, and who the parties are
- What categories of information you want covered
- The purpose the other side may use it for
- How long you want the obligation to run
- Where each business operates, so it builds to that state
What goHeather looks at in an NDA somebody sent you
This is what most people use it for. An NDA arrives attached to an email, it is four pages, and reading it properly feels like more effort than the meeting is worth. Upload it and goHeather reads it in a couple of minutes.
It flags what is unusual, one-sided or absent: a definition of confidential information wide enough to cover everything, an obligation with no end date, missing exceptions for what you already knew, a return-and-destroy deadline nobody with backups could meet, remedies that run one way in a supposedly mutual agreement, a governing law clause pointing somewhere neither of you has been.
Each finding comes with a short explanation of why it was flagged and a suggested edit beside it. You accept the ones you want, ignore the ones you do not, and send the marked-up version back. What goHeather does not do is tell you whether to sign — that is your call, and for anything significant it is worth an attorney's eyes.
Where the NDA sits in the rest of your paperwork
An NDA is rarely the only document in a relationship. It is the thing you sign first, before the master agreement, the contractor agreement or the deal itself — and then it is the thing nobody can find eighteen months later when they need to check what was covered.
goHeather keeps the executed copy with everything else you have built or uploaded, so the NDA and the agreement that followed it live in the same place. You can see when it was signed, who signed it, and when the confidentiality period you chose runs out.
It also means the next one is faster. Most businesses send broadly the same NDA over and over with the counterparty's name changed, and goHeather builds from what you did last time rather than starting over.
Why goHeather asks where you operate
NDAs are not the same everywhere. What businesses in one state routinely put in one differs from the next, the ground shifts as legislatures revisit it, and an agreement written for somewhere else can read oddly where you actually are. goHeather does not ask you to work any of that out. It asks where your business is based, where the other side is, and what the information is for, then builds the document to those answers and tells you what each clause does in plain English. If you want to know how a particular clause would be treated where you operate, that is a question for an attorney licensed there.
Before you go. goHeather is a technology company, not a law firm. We do not provide legal advice, legal opinions, or any view on whether a contract or a clause will hold up. Everything above describes what our software does when you build or upload a document. Rules differ from state to state and change over time, and what is right for your business depends on facts we do not have. Have an attorney licensed where you operate review anything that matters.
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NDA template questions
What people ask before they build a Non-Disclosure Agreement.
Still have questions?
Build a NDA and see what goHeather produces, or book a short demo and we will go through one of your own documents with you.
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