Contract templates · Confidentiality & IP
When two businesses explore a deal, both usually share sensitive information. A mutual NDA protects each side on the same terms, which makes it quicker to agree than a one-sided draft.
A mutual non-disclosure agreement is a contract in which two parties each agree to keep the other's confidential information secret and use it only for an agreed purpose, such as evaluating a partnership, investment or acquisition.
When you need one
- Discussing a partnership, investment or acquisition
- Sharing business plans, code or pricing with another company
Key clauses in a Mutual Non-Disclosure Agreement
These are the clauses the template includes, and what each one does for you.
Definition of confidential information
Defines what information is protected, including oral disclosures and information marked or reasonably understood as confidential.
Permitted purpose
Limits use of the information to the stated purpose, such as evaluating a deal.
Obligations of the receiving party
Requires the recipient to protect the information and share it only with people who need to know.
Exclusions
Excludes information that is public, already known or independently developed.
Compelled disclosure
Allows disclosure where a court or regulator requires it, with notice to the other party.
Return or destruction
Requires information to be returned or destroyed at the end.
Term of confidentiality
Sets how long the confidentiality obligations last.
Remedies
Confirms injunctions and other remedies are available for a breach.
Common mistakes to avoid
- No defined purpose, so the information can arguably be used for anything.
- Confidentiality that ends too early for trade secrets.
- Signing a 'mutual' NDA that is lopsided in the other side's favour.
How to use the template
Download the Word file
Buy the Mutual Non-Disclosure Agreement template on My Contract Lawyer and download the editable .docx straight after checkout.
Fill in the brackets
Add names, dates, fees, scope and governing law, and delete optional clauses that do not apply to your deal.
Check it against local law
Rules differ between US states, the UK and EU countries, especially for employment, consumer and property contracts. Have a lawyer review high-value or unusual deals.
Sign and keep a copy
Sign on paper or with any e-signature tool, and store the final version where both sides can find it.
Get the Mutual Non-Disclosure Agreement (NDA) template
Lawyer-drafted and ready to edit in Word, Google Docs or Pages. One-time payment of $19, no subscription, instant download from My Contract Lawyer.
Frequently asked questions
When should I use a mutual NDA instead of a one-way NDA?
When both parties will share confidential material, typical in partnerships, M&A talks and technology integrations.
Does an NDA stop someone competing with me?
No. It protects information, not market activity. Non-compete terms need a separate clause and are harder to enforce.
Do NDAs need to be signed before a call?
Ideally before any sensitive details are shared, including in a first meeting.
Related contract templates
Templates are a starting point, not legal advice, and using one does not create a lawyer-client relationship. Contract law differs between countries and states, so check the finished document against local law.