A Mutual Non-Disclosure Agreement (Mutual NDA) is an agreement between two parties, both of whom expect to disclose information that they wish to restrict from the general public, usually with a mutual interest between them. This type of NDA is typically used when two parties are negotiating, collaborating, creating a partnership, or working on joint projects.
Mutual Non-Disclosure Agreement Template
Formalize two-way confidentiality before business discussions with our Mutual Non-Disclosure Agreement template. Craft a clear, legally sound contract you can customize with confidence for any collaboration.
About This NDA
The Mutual Non-Disclosure Agreement (NDA) is a legal document that protects confidential information shared between two parties. Such agreements are common whenever two companies or individuals desire to work together or share sensitive information.
- Two-way confidentiality protection
- Used in early-stage discussions, joint ventures, partnerships, vendor evaluations, software development planning, and investment negotiations
Mutual NDA and Unilateral NDA: Understanding the Difference
The two main types of NDAs are Mutual NDA and Unilateral NDA. Parties to a Mutual NDA agree to exchange information and keep each other's secrets. An Unilateral NDA or one-way NDA is where only one party discloses information and the other party promises confidentiality.
Unilateral NDA vs. Mutual NDA
| Criteria | Unilateral NDA | Mutual NDA |
|---|---|---|
| Parties Involved | Disclosing Party and Receiving Party. | Two parties: both share information with each other. |
| Obligations | Only the Receiving Party must keep the information confidential. | Both parties have reciprocal obligations to protect each other's information. |
| Information Scope | Protects only the information of the Disclosing Party. | Protects information shared by both parties. |
| Use Cases | Used when one party shares sensitive data (e.g., trade secrets). | Ideal for collaborations or partnerships |
| Risk Level | Lower risk for the Disclosing Party, as they control the information flow. | Balanced risk for both parties |
| Complexity | Generally simpler to draft and negotiate | More complex terms. |
When to choose this Mutual NDA template
Use this Mutual NDA template when:
- You’re entering a partnership, collaboration, or joint venture where both sides will exchange strategic or proprietary information.
- The discussions include confidential business information or trade secrets that both parties wish to protect.
- Both parties want to spell out rules for sharing and limiting the dissemination of sensitive information.
Mutual NDA use case examples
The primary scenarios when a Mutual NDA is recommended include:
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Business Relationships: Two companies considering a joint venture or expansion to a new market, sharing business plans, client lists, or processes.
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Product Development: A tech company approaches a manufacturer for a new product and shares technical specs, prototypes, or manufacturing processes.
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Research collaborations: Academic or scientific institutions exchange research results, data, or drafts of papers to collaborate on publications or grant proposals.
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Software and Technology Sharing: Two software companies discuss potential integration or co-development, and in the course of that discussion, share code, algorithms, or technical documentation of a proprietary nature.
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Marketing and Brand Strategy Discussions: Agencies and clients discussing a possible project, including marketing strategies, creative concepts, or upcoming campaigns.
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Supply Chain or Vendor Negotiations: Businesses negotiating with key vendors and suppliers would like to share pricing, production, delivery, or proprietary logistics information without giving out sensitive data.
Information protected by the Mutual NDA template
By using the mutual NDA template, you can protect various types of sensitive information, including but not limited to:
- Business plans and strategies
- Financial data and projections
- Product designs and specifications
- Marketing strategies and customer lists
- Any proprietary technology or trade secrets
- Intellectual property not yet publicly disclosed
How to write the Mutual NDA sample
While this NDA is "mutual," defining types of confidential information, how it should be marked, access provisions, and return provisions helps to ensure that the NDA will be enforceable in the event of a breach. Here’s how to fill in your mutual NDA Template clause by clause.
Parties
Provide legal names. The mutual NDA applies in both directions, even though the language still references “Disclosing Party” and “Receiving Party.”
Definition of Confidential Information
- Specify any particular categories of sensitive data if needed, e.g., “financial forecasts, product prototypes, and client data.”
- If your organization has a standard for labeling written material (e.g., Confidential, Internal, Restricted), note that in this section as well.
- Designate the party responsible for sending the participant written confirmation of the oral disclosures within a specified time frame (e.g., 5 business days).
Exclusions
Consider whether any pre-existing information should be explicitly listed. Confirm the method for proving that information became public through no fault of the Receiving Party—this can help prevent conflicts later.
Obligations of the Receiving Party
- This typically specifies who will have access to the information, what security measures must be taken to protect the information, and what must be done to return the information(e.g., return in digital copies, in originals, or certificates of destruction).
- All these obligations and protections apply, no matter which party shares.
Time Periods
Specify an exact duration of how the information is kept a trade secret. Decide whether the agreement can be terminated by providing the other party with a written notice.
Relationships
No changes are usually needed. Ensures the NDA does not unintentionally create partnership or employment obligations.
Severability
Keep standard. Ensures that invalid provisions do not void the entire agreement.
Integration
Confirm that any prior discussions, emails, or draft agreements are superseded, so only this signed NDA governs confidentiality.
Waiver
No action required. It protects against claims that failure to enforce a right once means you lose it.
Successors and Assigns
Ensure any assigned parties, subsidiaries, or successors are clearly identified. For companies, make sure this aligns with corporate assignment rules.
Signature Section
Include printed names, titles, and dates. Keep copies for both parties and store them in secure document management systems.
FAQ
When both parties will be disclosing and receiving sensitive information, a Mutual NDA is warranted instead of a one-way NDA. Common examples include:
- Two companies are considering a partnership or merger.
- The parties are developing a product or service
- Companies are exchanging sensitive data
- Both sides must be given equal protection of proprietary information.
If only one party will be sharing sensitive information, a unilateral NDA or one-way NDA is often the best choice.
Most Mutual Non-Disclosure Agreement templates include the following core provisions:
- Definition of confidential information: explains what data is covered
- Exclusions: lists information that is not protected (e.g., public data)
- Confidentiality obligations: sets rules for use, access, and disclosure
- Duration of confidentiality: defines how long obligations remain in effect
- Return of information: governs what happens after disclosure ends
- Severability and waiver provisions: preserve enforceability if part of the agreement fails
- Signatures: confirms legal acceptance by both parties
These clauses work together to create a balanced confidentiality framework for both sides.
Yes, this Mutual NDA template is 100% free to download in Word or PDF format and fully customizable. It is meant as a starting point and needs a lawyer's review for complicated projects.
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