Mutual Non-Disclosure Agreement template
A two-way confidentiality template for when both parties share sensitive information.
What this contract contains
Preamble and parties.In the free contract creator you enter each party’s legal name, entity type, and address, plus whether the NDA starts today or on a date you choose. Both sides are disclosers and recipients, so the same duties apply in both directions. Names the agreement and each party’s legal identity. Fill in the parties and effective date in the creator.
Purpose.The purpose clause is the main use limit: confidential information may only be used for the evaluation or diligence you describe. In the creator you type a plain-English purpose—partnership talks, diligence, a vendor review—and guided drafting turns it into formal NDA language so the other side cannot reuse the information for unrelated competitive work. Limits use to a stated purpose. You write this in plain English; the creator turns it into clause language.
Confidential Information.This definition decides what counts as protected information: roadmaps, pricing, know-how, and often the existence of the talks themselves. In the creator you can keep the standard definition, widen it to more technical and operational detail, or narrow it so only information marked confidential in writing is covered. That choice is one of the most important settings in a mutual NDA. Defines covered technical and business information. Choose standard, broad, or narrow coverage in the creator.
Exceptions. Excludes public information, prior knowledge, unrestricted third-party sources, and independent development.
Use and protection.The receiving party must use the information only for the purpose, share it only with people who need it, and protect it at least as carefully as its own similar information. In the creator you can allow affiliates to receive information under the same obligations. Requires purpose-limited use, need-to-know sharing, and reasonable care. Affiliate access is optional in the creator.
Compelled disclosure. Allows legal process disclosures with notice and cooperation for protective treatment where permitted.
Term and survival.The agreement term is how long the NDA itself stays in force, often one to three years, with a custom option if you need a date or another period. Survival is a separate clock: confidentiality can continue for two, three, or five years after the NDA ends, and trade-secret protection typically lasts as long as the information remains a trade secret. Both values are chosen in the creator. Sets how long the NDA lasts and how long secrecy survives after it ends. Both durations are set in the creator.
Return or destruction.When this clause is on, the receiving party must return or destroy confidential materials when the NDA ends or when asked, then confirm in writing if requested. Backup and legal-retention copies can remain, but they stay protected. You can turn this on or off in the creator. Optional. Require return or destruction of materials at the end, with limited backup or legal-retention carve-outs.
IP, disclaimer, remedies. No license beyond the purpose; information is as-is; breach may support injunctive relief.
Governing law.Governing law and venue decide which state’s rules apply and where a dispute must be filed, or whether it goes to arbitration instead. In the creator you pick a listed jurisdiction or enter another, then choose court or arbitration so the sample is not locked to a default state. Sets the state law that governs the NDA and where disputes must be brought. Choose the jurisdiction in the creator.
General. Covers the standard back-half mechanics: assignment limits, waiver rules, severability, entire agreement language, notices, and counterpart or electronic-signature execution language.
Signature blocks. Authorized signatory and title lines for each party, ready for wet-ink or e-signature fields.
