How to Write an NDA (+ Free Template)

Why every growth-stage business needs airtight NDAs

Non-disclosure agreements (NDAs) are the first line of defence when you are sharing sensitive information with potential investors, contractors, or product partners. Without clear guardrails, your roadmap, pricing models, and customer insights can circulate well beyond the intended audience. Malaysian founders routinely ask whether NDAs are enforceable, how long confidentiality should last, and whether investors will even sign one. The short answer: yes, NDAs work—when you draft them thoughtfully and match the terms to the context.

At Legalise AI we see hundreds of NDAs each month. The strongest documents share three traits:

1. Specific definitions – they describe what counts as confidential information, instead of relying on generic legal jargon.
2. Clear purpose – they state why the information is being shared (evaluating an investment, exploring a partnership, testing an integration) so there is no scope creep.
3. Practical obligations – they instruct recipients on how to protect, return, or destroy information without creating impossible tasks.

Key building blocks of a Malaysian NDA

1. Decide whether the NDA is mutual or unilateral

If both parties are exchanging sensitive information—for example, two startups exploring a joint go-to-market strategy—a mutual NDA is appropriate. When only one side is disclosing (typical for investor pitches or agency proposals) a unilateral NDA keeps things simpler. Legalise AI’s NDA template lets you toggle between both structures within a single document.

2. Define confidential information comprehensively

List categories: documents, prototypes, business plans, customer data, software code, marketing strategies, and verbal briefings. The Malaysian courts will look at whether the information was clearly identified as confidential and whether reasonable steps were taken to keep it secret. Follow up verbal disclosures with an email summary so there is a written trail.

3. Outline exclusions and carve-outs

Recipients should not be penalised for information they already knew, developed independently, or received from another lawful source. Nor should public information be treated as confidential. These exclusions balance the agreement and make it easier to secure signatures from sophisticated investors.

4. Set the duration of confidentiality

Two to five years is common for commercial NDAs. If you are sharing trade secrets, manufacturing processes, or proprietary algorithms, consider a longer term. Some information—like source code or recipes—may need perpetual protection. Document the term in years rather than vague phrases like “until the information is no longer confidential.”

5. Plan for legal remedies

Include clauses allowing the disclosing party to seek injunctive relief. This empowers you to obtain a court order stopping further disclosure without waiting for damages to be calculated. Also state which country’s law governs the agreement (Malaysian law for local deals) and where disputes will be heard.

Common mistakes founders make

• Using a US-centric template without adapting governing law, currency, or PDPA requirements.
• Skipping signatories – always list full legal names, company registration numbers, and signatories with authority.
• Ignoring subcontractors – ensure the recipient’s advisers, employees, and contractors are bound by the NDA as well.
• Losing track of versions – when negotiation begins, track the latest draft so everyone signs the same document.

How to implement an NDA workflow in Legalise AI

1. Pick the NDA template that matches your use case (mutual or unilateral) and fill in party names, project descriptions, and confidentiality duration.
2. Invite collaborators – your co-founder, legal counsel, or procurement lead can review and suggest edits using in-line comments.
3. Share securely – export as PDF or Word, or send a secure signing link. Every version is timestamped for auditability.
4. Schedule reminders for renewal or termination. Legalise AI can alert you when confidentiality terms are about to expire so you can refresh agreements or confirm destruction of data.

By combining structured templates with AI-assisted drafting, you can ship NDAs in minutes—without sacrificing legal rigour.

Need the full clause library? Explore the NDA template and customise it for your next pitch or partnership.

Frequently asked questions

Do investors sign NDAs?

Many institutional investors avoid NDAs for initial pitch meetings because they review a large volume of deals. Instead, they rely on professional ethics. However, corporate venture arms, strategic partners, and potential acquirers are often willing to sign. If an investor refuses, consider limiting the information you share until later in the due diligence process.

Can I sign an NDA electronically?

Yes. Malaysia’s Electronic Commerce Act 2006 recognises e-signatures for most commercial agreements. Use a platform that captures intent to sign and stores an audit trail.

What happens if the other party breaches the NDA?

Send a breach notice referencing the specific clause violated. Request immediate cessation of the disclosure and destruction of confidential materials. If the issue persists, seek injunctive relief in the Malaysian courts. Legalise AI stores communications alongside the original contract, making evidence collection faster.

Next steps

• Download the ready-to-use NDA template.
• Explore our Shareholders’ Agreement if you are negotiating equity.
• Need a custom clause? Ask the Legalise AI assistant directly inside the editor.