Mutual Non‑Disclosure Agreement (NDA)

What Is a Mutual NDA?

A non‑disclosure agreement (NDA) is a legal contract that restricts access to confidential information. NDAs create a confidential relationship between the parties, protecting proprietary information and trade secrets. NDAs can be unilateral, bilateral or multilateral. A mutual or bilateral NDA applies when both parties will be sharing sensitive information and each wants the other to keep it confidential.

Mutual NDAs are common in partnerships, joint ventures, mergers, licensing deals and collaborations where each side contributes proprietary knowledge. By agreeing in advance to keep this information confidential, parties can speak freely during negotiations without fear of misuse.

When to Use This Agreement

Use a mutual NDA when you expect both sides to exchange non‑public information. Examples include exploring a joint venture or partnership, discussing a potential sale or acquisition, sharing product roadmaps with potential investors or suppliers, or collaborating with another company on research and development.

Key Elements

• Definition of Confidential Information: Identifies what information must be kept secret.
• Use & Disclosure Restrictions: Limits use of the information to evaluating or performing the proposed relationship and prohibits unauthorized disclosure.
• Term of Confidentiality: Length of time the information must remain confidential.
• Exceptions: Excludes information already known, publicly available or obtained independently without breach.
• Return or Destruction: Requires return or destruction of confidential materials upon request.

Our mutual NDA template is balanced for both sides. It allows each party to share ideas, documents and data confidently and sets out clear obligations if either side breaches the agreement.

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