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Mutual NDA template, ready to sign

A balanced mutual non-disclosure agreement for two parties who will share confidential information, for example before a partnership, an investment talk or a client project. Fill in the fields below, then sign it yourself or send it to the other party for signature.

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Mutual Non-Disclosure Agreement

1. Parties and purpose

This mutual non-disclosure agreement (the Agreement) is made between ______________ and ______________ (each a Party, together the Parties). The Parties intend to exchange information for the following purpose: ______________ (the Purpose). Each Party may disclose information (as Discloser) and receive information (as Recipient).

2. Confidential Information

Confidential Information means any non-public information disclosed by or for a Party to the other in connection with the Purpose, in any form (written, oral, visual or electronic), that is marked or identified as confidential or that a reasonable person would understand to be confidential. It does not include information that the Recipient can show: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to it before disclosure, free of any duty of confidence; (c) is lawfully received from a third party free of any duty of confidence; or (d) is independently developed without use of the Discloser's Confidential Information.

3. Obligations of the Recipient

The Recipient will: (a) use Confidential Information only for the Purpose; (b) disclose it only to its employees, officers, professional advisers and contractors who need to know it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement; and (c) protect it with at least the care it uses for its own confidential information, and never less than reasonable care. The Recipient is responsible for any breach of this Agreement by the persons to whom it discloses Confidential Information, and will promptly notify the Discloser on becoming aware of any unauthorised use or disclosure.

4. Required and protected disclosures

The Recipient may disclose Confidential Information to the extent required by law, regulation or an order of a court or competent authority, provided that, where legally permitted, it gives the Discloser prompt written notice so that the Discloser can seek protection, and discloses only what is required. Nothing in this Agreement prevents a Party or any individual from reporting a possible violation of law to a competent authority or from making any disclosure protected by whistleblower laws.

5. Duration, return and destruction

This Agreement covers Confidential Information disclosed for the Purpose before the date of the last signature and during ______________ after that date (the Disclosure Period). The obligations in sections 3 and 4 continue for ______________ after the end of the Disclosure Period, and for trade secrets for as long as they remain trade secrets under applicable law. On the Discloser's written request, the Recipient will promptly return or destroy the Confidential Information and confirm this in writing, except copies it must keep by law or that are held in routine backups, which remain subject to this Agreement.

6. No license, no warranty, no commitment

Confidential Information remains the property of the Discloser. No license or other right is granted, except the limited right to use it for the Purpose. Confidential Information is provided as is, without any warranty as to its accuracy or completeness. Neither Party is obliged to disclose any particular information, to continue discussions or to enter into any further agreement.

7. Remedies and general terms

A breach of this Agreement may cause harm that damages alone cannot adequately remedy, so in addition to any other remedy the Discloser may seek injunctive or other equitable relief from a competent court. This Agreement is the entire agreement of the Parties on its subject, may only be amended in writing signed by both Parties, and may not be assigned without the other Party's written consent. If any provision is unenforceable, the rest remains in force. This Agreement may be signed electronically and in counterparts.

8. Governing law and disputes

This Agreement is governed by the laws of ______________. The Parties will first try to settle any dispute amicably; failing that, the dispute will be submitted to ______________, without prejudice to either Party's right to seek urgent interim relief from any competent court.

First partySignatureDate
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What a mutual NDA does

A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract in which a party promises to keep the other's information secret and to use it only for an agreed purpose. In a mutual NDA, both parties disclose information and both follow the same rules.

Use a mutual NDA when information flows both ways: two companies exploring a partnership, a client and an agency scoping a project, a startup talking to a possible investor or buyer. When only one side discloses, a one-way NDA is more common, but a mutual one also works as long as the obligations stay reasonable.

Sign it before you share anything sensitive. An NDA signed after the disclosure may not cover what was already said unless it says so expressly, which is why this template also covers information shared for the purpose before signature.

The clauses that matter

A good NDA is short and precise. These are the points a reviewer usually checks first.

  • The definition of confidential information: broad enough to cover oral and visual disclosures, but tied to what is marked confidential or obviously sensitive.
  • The standard exclusions: information that is public, already known to the recipient, received lawfully from someone else, or developed independently. Leaving them out is a red flag for the other side.
  • The purpose: the information may only be used for it, so describe it precisely.
  • Two durations: the period during which disclosures are covered, and how long they stay confidential afterwards. Two to five years is common for business information; trade secrets are usually protected for as long as they stay secret.
  • Required disclosures: what happens if a court or authority orders the recipient to reveal information.
  • Return or destruction of the information at the end, with an exception for copies the law requires to keep and routine backups.
  • Governing law and competent courts, so a dispute does not start with an argument about where to bring it.

Common mistakes

Writing a purpose so vague that it allows any use, or so narrow that ordinary follow-up discussions fall outside it.

Naming a person instead of the company that actually holds the information. Put the company's legal name, address and registration number in the party fields, and make sure the person who signs is authorised to commit it.

Adding a fixed penalty amount without checking local law. Courts treat penalty clauses differently from one country to another, so this template relies on damages and court orders instead.

In the US, if one party is an individual working for the other (an employee or an independent contractor), the Defend Trade Secrets Act expects a notice of whistleblower immunity in agreements that govern confidential information, or the employer may lose some remedies. Section 4 of this template keeps whistleblower reports possible, but an employment NDA deserves a lawyer's review.

Signing your NDA electronically

An NDA has no special form requirement in most countries, so an electronic signature works. In the EU, eIDAS says an electronic signature cannot be denied legal effect or refused as evidence only because it is electronic, and in the US the ESIGN Act and UETA give electronic signatures the same effect as handwritten ones.

Fill in the fields, then click Sign it now to sign the PDF in your browser for free, or Send it for signature to invite the other party by e-mail. Sending needs a free account and 5 sends a month are free; the other party signs without an account and without paying.

SignQuick provides a simple electronic signature: each signature is recorded in an audit trail with a certificate, and the signed PDF carries a SHA-256 seal that anyone can check at signquick.app/verify. It does not verify identity documents, so if a counterparty or a regulator requires an advanced or qualified signature, use a provider that offers one.

Questions

Is an NDA signed online legally binding?

Yes, in most countries. An NDA does not need a particular form, and electronic signatures are recognised in the EU (eIDAS), the US (ESIGN Act and UETA) and many other jurisdictions. What makes it enforceable is its content: clearly identified parties, a defined purpose and reasonable obligations.

Do both parties need to sign a mutual NDA?

Yes. Each party takes on obligations, so each should sign, through a person authorised to bind it. Keep a copy of the fully signed PDF and its audit certificate.

How long should an NDA last?

As long as the information stays valuable. Two to five years of confidentiality is common for business information, while trade secrets are usually protected for as long as they remain secret. An unlimited duration for ordinary information can be harder to defend in court.

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

In a one-way (unilateral) NDA, only one party discloses and only the other is bound. In a mutual NDA, both parties may disclose and both are bound by the same obligations, which is often easier to accept because neither side is asked for more than it gives.

What happens if someone breaks an NDA?

The other party can claim damages for the harm caused and, in many legal systems, ask a court for an urgent order to stop further use or disclosure. The claimant has to prove the breach, so keep a record of what you disclosed, when and to whom.

These templates are general starting points, not legal advice. Laws differ between countries and states: for anything important, have the final text checked by a professional.