Free Mutual NDA Template (Word & PDF)

What is a mutual NDA, and why does it matter?

A non-disclosure agreement, or NDA, is a contract in which a party that receives non-public information promises to keep it private and to use it only for an agreed purpose. In a one-way NDA only one side discloses and only the other side takes on duties. In a mutual NDA both sides may disclose, and the same duties apply in both directions.

The mutual form is common when two businesses are sizing each other up: an agency and a prospective client, two companies considering a partnership, a buyer and a vendor comparing systems. It also tends to be quicker to sign. Because each side will be on the receiving end as well as the disclosing end, neither has much reason to push for extreme terms, and the result is usually balanced.

An NDA matters for more than the promise itself. Trade secret law generally expects the owner of a secret to take reasonable steps to keep it secret, and sharing it without a confidentiality agreement can count against that. The agreement also draws a line both sides can point to later: what was shared, why, and what the other side was allowed to do with it.

When to use this template

Two businesses are about to discuss a possible project, partnership, purchase or investment, and both will share non-public information.
A prospective client asks to see how you work, and you need to see their numbers, systems or plans in return.
You want a neutral document that the other side can sign without a long negotiation.
Talks will take place before any services agreement exists to cover confidentiality.

When it is not the right document

Employees or job candidates. Confidentiality terms for workers are regulated differently, and several states restrict what such terms may cover.
Settling a dispute or a complaint about workplace conduct. Many states limit confidentiality terms in those settings.
A situation where only one side discloses and wants stricter terms, such as showing an invention to a manufacturer. A one-way NDA fits better.
Sharing personal data, health information or export-controlled technical data. Those need their own agreements in addition to an NDA.

The mutual NDA template, section by section

The full text is on the left. Beside each section is a plain-language note on what it does and what to decide before you send it. Words in [brackets] are blanks you fill in.

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is made on [Effective date] between [First party's legal name] and [Second party's legal name]. Each is a "party" and together they are the "parties".

Each party may disclose information to the other. In this Agreement, the party disclosing information is the "Disclosing Party" and the party receiving it is the "Receiving Party".

1. Purpose

The parties are sharing information so that they can evaluate and discuss the following (the "Purpose"):

[Purpose of sharing information]

2. Confidential information

"Confidential Information" means non-public information that the Disclosing Party, or someone acting for it, discloses to the Receiving Party for the Purpose, in any form, and that either (a) is marked or identified as confidential when it is disclosed, or (b) a reasonable person would understand to be confidential because of what it is or how it was disclosed.

Confidential Information includes copies, notes and summaries that contain it. The fact that the parties are discussing the Purpose, and the terms they discuss, are the Confidential Information of both parties.

3. Duties of the receiving party

The Receiving Party will:

(a) use the Disclosing Party's Confidential Information only for the Purpose;

(b) not disclose it to anyone except the Receiving Party's employees, officers, contractors and professional advisers who need it for the Purpose and who are bound by duties of confidentiality at least as protective as this Agreement (its "Representatives"); and

(c) protect it with at least the care the Receiving Party uses for its own confidential information of a similar kind, and with no less than reasonable care.

The Receiving Party is responsible if one of its Representatives does something that would breach this Agreement. The Receiving Party will tell the Disclosing Party promptly if it learns that Confidential Information has been used or disclosed in a way this Agreement does not allow.

4. What is not confidential

The duties in this Agreement do not apply to information that:

(a) is public, or becomes public, other than through a breach of this Agreement;

(b) the Receiving Party already knew, without a duty of confidentiality, before the Disclosing Party disclosed it;

(c) the Receiving Party develops independently, without using or referring to the Disclosing Party's Confidential Information; or

(d) the Receiving Party lawfully receives from someone else who is free to disclose it.

The Receiving Party must be able to show with reasonable evidence that one of these exceptions applies.

5. Disclosure required by law

The Receiving Party may disclose Confidential Information to the extent that a law, regulation, court order or other legal process requires it. Where the law allows, the Receiving Party will first give the Disclosing Party prompt written notice, so that the Disclosing Party can ask for protection of the information. The Receiving Party will disclose only the part that is required.

6. Reports to government agencies

Nothing in this Agreement stops any person from reporting a suspected violation of law to a government agency, cooperating with a government investigation, or making another disclosure that the law protects. No notice to either party or approval from either party is needed.

Under US trade secret law, an individual is not criminally or civilly liable for disclosing a trade secret in confidence to a government official or a lawyer solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding.

7. Term and how long the duties last

The parties may share Confidential Information under this Agreement for [How long the parties may share information] from the date above (the "Sharing Period"). Either party may end the Sharing Period earlier by written notice to the other party.

The Receiving Party's duties under this Agreement continue for [Years the duty lasts after sharing ends] years after the Sharing Period ends. Confidential Information that is a trade secret stays protected under this Agreement for as long as it remains a trade secret under the law that applies.

8. Return or destruction

Within [Days to return or destroy information after a request] days after the Disclosing Party asks in writing, the Receiving Party will return or destroy the Disclosing Party's Confidential Information, including copies, and will confirm in writing that it has done so if asked.

The Receiving Party may keep copies that the law or its professional rules require it to keep, and copies in routine backups that are not readily accessible, until they are deleted in the ordinary course. This Agreement continues to apply to anything kept.

9. No license and no obligation

Each party keeps ownership of its Confidential Information. This Agreement does not give the Receiving Party a license or any other right under a patent, copyright, trademark or trade secret, except the right to use the Confidential Information for the Purpose.

This Agreement does not require either party to disclose any particular information, to continue discussions, or to enter into any other agreement. Each party remains free to do business with others and to develop its own products and services, as long as it does not breach this Agreement in doing so.

10. No warranty

Each party will disclose only information that it has the right to disclose. Apart from that, Confidential Information is provided "as is". The Disclosing Party makes no promise that it is accurate or complete, and is not liable for the Receiving Party's use of it for the Purpose. Any further promise about the information will be made, if at all, in a later signed agreement between the parties.

11. Remedies

A breach of this Agreement may cause harm that a payment of money would not fully repair. A party may ask a court for an order to stop or prevent a breach, in addition to any other remedy the law allows.

12. General terms

The laws of [Governing law (state)] govern this Agreement, without regard to its rules on conflicts of law.

This Agreement is the whole agreement between the parties about the confidentiality of information shared for the Purpose. It can be changed only in writing agreed by both parties. A party that does not enforce a term on one occasion may still enforce it later.

Neither party may transfer this Agreement to someone else without the other party's written consent, which may not be unreasonably withheld. This Agreement does not make either party the partner, agent or employee of the other.

If a court finds part of this Agreement unenforceable, the rest remains in effect.

Notices under this Agreement must be in writing and may be sent by email to the address each party has given the other for that purpose.

The parties may sign this Agreement electronically and in separate copies, which together form one agreement.

The parties agree to the terms of this Agreement.

First party

SignatureDate

Name

Title

Second party

SignatureDate

Name

Title

Check before you send it

A template cannot know your state, your industry or your deal. These are the points most likely to need a change, and the ones to raise with a lawyer.

How long the duty lasts. Courts in some states are wary of confidentiality duties with no end date for information that is not a trade secret. The template uses a fixed number of years and treats trade secrets separately; choose a period that fits how quickly your information goes stale.
Trade secrets. To keep trade secret status the owner generally has to take reasonable steps to keep the information secret, and what counts varies with the facts. Consider whether your most valuable secrets need to be shared at this stage at all.
Who is covered. The agreement is between the two named businesses. If affiliates, investors or outside advisers will receive information, check that the section on the receiving party's duties covers them or name them.
Existing agreements. If the two businesses already have a contract with confidentiality terms, decide which one applies to these talks, and say so, to avoid two overlapping sets of rules.
Public bodies. If either party is a government agency or a public institution, public-records laws may require disclosure regardless of what this agreement says.
Court orders. Whether a court will order a party to stop using or disclosing information depends on the court, the state and the evidence. The remedies section only records that a party may ask.
Governing law. Choose a state with a real connection to one of the parties. If the parties are in different countries, more than the name of a state may need to change.

How to send it with SignThis

Fill in the blanks. Choose "Send this for signature". After a short sign-up you are asked for the details: names, dates, amounts. Anything you skip stays a blank line.
Add who signs. Add the First party and Second party, in that order, with their email addresses.
Place the blocks. Detect fields puts signature, date and name blocks on the signing lines. Add a Text block on any blank you want a signer to fill in.
Send. Each person gets a private link and signs in their browser. When the last one signs, everyone receives the sealed PDF and its audit certificate.

To change the wording first, download the Word file, edit it, save it as a PDF and upload that instead.

Questions about the mutual NDA template

What is the difference between a mutual NDA and a one-way NDA?

In a one-way NDA one party discloses and the other promises to keep the information private. In a mutual NDA both parties may disclose and both take on the same duties. If only one side will share anything sensitive, a one-way NDA is enough. If there is any chance both will, a mutual NDA avoids signing a second document later.

How long should an NDA last?

There are two periods to set: how long the parties will keep sharing, and how long the duty to protect the information lasts afterwards. A sharing period of one to two years and a protection period of two to five years are common in business deals. Pick the protection period by asking how long the information would still hurt you if it got out.

Does a mutual NDA stop the other side from working with my competitors?

No. This template has no non-compete and no non-solicitation clause, and it says each party stays free to do business with others. What it restricts is the use and disclosure of your confidential information. The other side may work with a competitor, but may not use what you shared to do it.

Should the NDA be signed before the first meeting?

It should be signed before anything confidential is shared, which is often but not always the first meeting. The agreement covers information disclosed for the stated purpose, so the sensible order is to sign first and share second. If something was already shared informally, say so in the purpose blank so that both sides know those earlier discussions are meant to be included.

Can I change the wording?

Yes. The text is a starting point. To change the wording, download the Word file, edit it, save it as a PDF and upload that to send it. If you only need to fill in the blanks, use "Send this for signature", which asks for them first.