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NDA Generator for Mutual and One-Way NDAs
Say who is sharing what and why, and get a mutual or one-way NDA built on a standard form, with each choice explained in plain words.
River's NDA generator writes a nondisclosure agreement from a few sentences about the deal. It starts from the form that fits who is sharing. Both sides sharing gets River's mutual nondisclosure agreement. One side sharing gets Common Paper's one-way NDA, and a counterparty that expects a standard cover page gets the Common Paper mutual NDA. It fills in the parties, a narrow purpose, the periods and the governing law, then explains each choice briefly.
Most NDA generators stop at the blanks, but the choices around them decide whether the agreement protects anything. A purpose written as business discussions lets the other side use your information for almost anything. A confidentiality period that simply ends would also end protection for a trade secret, which is why every form here keeps trade secrets protected while they stay secret. And when the recipient is a contractor or employee, federal law expects a whistleblower notice. River sets each of these deliberately.
This is for founders, small business owners and operators about to share pricing, plans, code or customer data with a possible partner, supplier or buyer. Use it before the meeting where anything confidential gets shown. If the other side has already sent you their NDA, attach it and River lists what differs from a standard form, or work through the NDA review checklist. Hiring a freelancer instead? The independent contractor agreement covers confidentiality and ownership together.
What makes an NDA actually protect you
The purpose clause does more work than any other. Each side may use the other's information only for the stated purpose, so evaluating a possible reseller partnership is a real limit and exploring opportunities is barely one. Name the one decision the information is for, and describe it the way you would explain it to the other side's lawyer. If the talks turn into a signed deal, the main contract's own confidentiality section usually takes over from there.
Time limits cut both ways. Most NDAs protect information for a set number of years after it is shared, and two to five years is common for pricing and plans that go stale. A trade secret is different. Under the federal definition it stays a trade secret only while its owner takes reasonable measures to keep it secret, so letting confidentiality lapse can undercut it. That is why each form keeps trade secrets protected for as long as they remain secret.
One clause is easy to miss when the person receiving your information works for you. The Defend Trade Secrets Act requires an employer to give notice of whistleblower immunity in any agreement governing confidential information with an employee, and it counts contractors and consultants as employees here. Leave the notice out and the employer cannot recover exemplary damages or attorney fees from that person under the Act. River adds it whenever the recipient is an individual working for the disclosing side.
How it works
Describe the deal
Say who is sharing what, why, and where each side is based, in a few sentences.
River picks the form
Mutual or one-way, River's own form or Common Paper's, chosen from who will actually share.
Get the draft
The NDA filled in with your details, plus a short note on each choice it made for you.
Adjust in chat
Ask to make it one-way, change the period, or write the email that sends it.
What you get
- The right starting form: River's mutual NDA, or Common Paper's mutual or one-way NDA
- Parties, purpose, periods, governing law and courts filled in from what you describe
- A purpose written narrowly enough to limit what the other side may do with your information
- Common Paper's standard terms kept word for word, with any change placed on the cover page
- The federal whistleblower notice added when the recipient is a contractor, consultant or employee
- A short explanation of each choice, and anything still unknown marked clearly for you to confirm
Common questions
Do I need a mutual or a one-way NDA?
Ask who will share confidential information. If only you will, a one-way NDA protects you and only the other side signs the promises. If both sides will, use a mutual NDA, which is also easier to get signed because it binds both sides equally. When you are not sure, River picks from what you describe and tells you why.
Will an NDA hold up in court?
A clear NDA signed before anything is shared is an ordinary contract, and courts enforce ordinary contracts. What weakens one is vagueness: a purpose that limits nothing, information nobody can identify, or a promise that conflicts with the law of the state chosen. River drafts from established forms and flags those risks, but it cannot promise how a court will rule.
How long should confidentiality last?
Long enough to outlast the value of what you share. Two to five years after disclosure is common for pricing, plans and financials. Trade secrets such as source code or formulas stay protected for as long as they remain secret, which every form here provides. River proposes a period from what you describe and you can change it.
The other side sent me their NDA. Can River help?
Yes. Attach it, and River compares it with a standard NDA and lists the differences that matter, such as a one-sided definition, missing exclusions, a residuals clause letting them keep what they remember, or a non-solicitation promise tucked inside. You get suggested wording for each change, so you can reply with their own document marked up.
Can I use this NDA with a contractor or employee?
For a contractor, the better document is a full independent contractor agreement, which covers confidentiality, ownership of the work and payment together. If you only need an NDA with someone working for you, River adds the federal whistleblower notice. Employee confidentiality usually belongs in the offer letter or employment agreement, which raise state employment law questions.
Is this legal advice?
No. River drafts the NDA from standard forms and your facts, explains its choices and marks anything it could not confirm, but it does not give legal advice or promise enforceability. For a deal involving core technology, a merger or acquisition, or information about people's health or finances, have a lawyer review the draft before anyone signs.
Sources
Built by
Chandler Supple
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.
NDA Generator for Mutual and One-Way NDAs
Describe what you need, add any files you have, and your workspace opens with the work already underway.