NDAs & IP · Template
A mutual NDA lets two businesses share confidential information both ways before a deal, and says what each side can do with it. Describe your deal in a sentence and Lex drafts it, with Plain English beside every clause.
Lex drafts it in Plain English beside the legal wording. Share one link; both sides agree and sign.
A mutual NDA (non-disclosure agreement) is a short contract where both sides promise to keep the other's confidential information private and use it only for one stated purpose, such as exploring a project together. It is the usual first document between a studio and a new client, or two companies talking about a partnership. It does not stop either side doing business; it controls what they do with what they learn.
Also called: mutual non-disclosure agreement, mutual confidentiality agreement, mutual nondisclosure agreement, two-way NDA.
Example wording Lex starts from, with what each clause means. Your draft is written around your deal, so the wording changes with it.
Legal wording · example
Each party shall keep the Confidential Information of the other party confidential and shall use it only for the Purpose.
In Plain English
Both of you keep what you learn private and use it only for the project you are discussing.
How this clause works →Legal wording · example
Confidential Information does not include information that is or becomes public other than through a breach of this agreement, or that the receiving party already lawfully held.
In Plain English
Things that are already public, or that you knew before, are not covered.
How this clause works →Legal wording · example
The obligations in this agreement continue for [two] years from the date of the last disclosure.
In Plain English
The promise to keep things private lasts for the period you pick, counted from the last thing shared.
How this clause works →Legal wording · example
This agreement is governed by the law of [jurisdiction] and the parties submit to the exclusive jurisdiction of its courts.
In Plain English
If there is a dispute, this place's law decides what the NDA means, and its courts hear it.
How this clause works →The governing-law clause decides which legal system reads the contract. Some rules, such as how documents are signed, time limits for claims and terms that cannot be excluded, differ by place. These pages cite the legislation:
No, there is no blank Word or PDF file. You describe the deal in a sentence, Lex drafts the mutual NDA with your details already in it, and you share one link. The other side reads it in Plain English, suggests changes and signs in the browser, free.
In a mutual NDA both sides share information and both are bound. In a one-way NDA only one side discloses, so only the recipient takes on the duty. If both of you will show each other plans, pricing or code, a mutual NDA is the usual choice.
Commonly between one and five years from the last disclosure. Trade secrets are sometimes protected for as long as they stay secret. The right length depends on how quickly the information goes stale.
An NDA is usually a simple contract, not a deed, so it is commonly signed electronically. See the jurisdiction notes for what the law in each place says about e-signatures.
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