Mutual NDA
A two-way non-disclosure agreement for confidential business discussions.
What it is
A mutual non-disclosure agreement protects both parties when they exchange sensitive information — for example before a partnership, investment, acquisition, or integration discussion. Unlike a one-way NDA, obligations run in both directions.
When you'd use one
- Before sharing product roadmaps, financials, or customer data with a potential partner.
- During early-stage M&A conversations, where both sides disclose material information.
- When evaluating a technical integration and both sides expose internals.
- Before joint development, co-marketing, or reseller discussions.
Clauses a good one has
- Definition of Confidential Information
- Clarifies what counts as confidential — typically anything marked confidential or that a reasonable person would understand to be so.
- Permitted Use
- Limits use to the stated purpose of evaluation or collaboration, and nothing else.
- Exclusions
- Carves out information that is already public, independently developed, or lawfully received from a third party.
- Term
- Typically 2–5 years. Longer terms suit trade secrets; shorter suit business plans.
- Return or Destruction
- On termination, confidential information must be returned or destroyed, subject to standard backup retention.
- Governing Law and Jurisdiction
- Sets the legal system used to interpret and enforce the agreement.
Jurisdictional variants
The same contract type looks different depending on where it will be enforced. Pick a jurisdiction to see required clauses and a worked example.
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