Mutual non-disclosure agreement (NDA) template
A mutual NDA protects both sides when two businesses, or a business and an individual, need to share sensitive information to explore working together. Fill in the details below and the agreement is laid out as a PDF with a signature block for each party, ready to download or to send for signature.
This template is a general starting point, not legal advice. Laws differ between countries and states, so have it checked before signing anything important.
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Anything you leave empty becomes a blank line in the document, to fill in by hand or during signing.
Opens the signature request with this document and a signature box for each party already placed.
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Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the "Agreement") is made on __________ between __________, of __________, and __________, of __________. Each is a "Party" and together they are the "Parties".
1. Purpose
The Parties intend to share information with each other for the purpose of __________ (the "Purpose"). Each Party may disclose and receive information under this Agreement.
2. Confidential Information
"Confidential Information" means any non-public information that one Party (the "Disclosing Party") shares with the other (the "Receiving Party") in connection with the Purpose, in any form, that is marked as confidential or that a reasonable person would understand to be confidential. It includes business plans, customer and supplier information, financial information, technical data, software and know-how.
Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) the Receiving Party already lawfully knew before receiving it; (c) the Receiving Party develops independently without using the Confidential Information; or (d) the Receiving Party lawfully receives from a third party who is free to disclose it.
3. Obligations of the Receiving Party
The Receiving Party will: (a) use the Confidential Information only for the Purpose; (b) protect it with at least the degree of care it uses for its own confidential information of a similar kind, and never less than reasonable care; (c) share it only with its employees, officers and professional advisers who need to know it for the Purpose and who are bound by confidentiality obligations at least as protective as these; and (d) promptly notify the Disclosing Party after becoming aware of any unauthorised use or disclosure.
4. Disclosures Required or Protected by Law
If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, it will, where legally permitted, give the Disclosing Party prompt written notice so that it can seek a protective order, and will disclose only the part that is legally required.
Nothing in this Agreement prevents either Party, or anyone acting for it, from reporting a possible violation of law to a government or regulatory authority, or from making any other disclosure protected by whistleblower laws.
5. Return or Destruction
On written request, the Receiving Party will promptly return or destroy the Confidential Information it holds. It may keep copies that it is required to keep by law or that exist in routine electronic backups, and those copies remain subject to this Agreement.
6. No Licence and No Obligation
All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants any licence or right in it, and neither Party is obliged to disclose any particular information or to enter into any further agreement. Confidential Information is provided "as is".
7. Term
This Agreement starts on the effective date. The obligations in it apply to Confidential Information disclosed before or after that date and continue for __________ from the effective date, except that information which is a trade secret remains protected for as long as it remains a trade secret under applicable law.
8. Remedies
Each Party acknowledges that unauthorised use or disclosure of Confidential Information may cause harm for which money damages alone would not be an adequate remedy. The Disclosing Party may therefore seek injunctive or other equitable relief, in addition to any other remedy available to it.
9. General
This Agreement is governed by __________. It is the entire agreement between the Parties about its subject and replaces any earlier discussions on that subject. It may only be changed in writing signed by both Parties, and neither Party may assign it without the prior written consent of the other. It may be signed in counterparts and with electronic signatures, each of which is treated as an original.
First party
__________
Second party
__________
When to use a mutual NDA
Use a mutual NDA when both sides will share something sensitive: two companies discussing a partnership, a supplier and a customer comparing specifications, or a founder and an investor exchanging figures. If only one side shares information, a one-way NDA is simpler, but a mutual one does no harm and avoids arguing about who needs protection.
What to check before you sign
A few details decide most of what this agreement does in practice.
- Make the purpose specific. "Evaluating a possible software development partnership" is better than "business discussions", because it limits how the information may be used.
- Choose a realistic term. Two to five years is common for commercial information; trade secrets stay protected for longer under clause 7.
- Pick the governing law you and the other party can actually work with, usually where one of you is based.
- For anything high-stakes, such as a sale of a business or valuable technology, have a lawyer review the agreement before it is signed.
Frequently asked questions
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