Mutual NDA (template)
A plain-English mutual non-disclosure template. Both parties protect each other's confidential information for two years post-disclosure. Adapt to your jurisdiction; review with counsel before signing.
This is a plain-English starting point, not legal advice. Run it past counsel before signing anything with teeth.
Mutual Non-Disclosure Agreement
This Agreement is made between [Party A, full legal name + entity type] ("Party A") and [Party B, full legal name + entity type] ("Party B") on [date].
1. Purpose
The parties wish to explore a potential business relationship and may disclose confidential information to each other (the "Purpose"). This Agreement sets out how that information is handled.
2. Definition of Confidential Information
"Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient"), whether in writing, orally, or visually, that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential given its nature and circumstances. It includes business plans, financial data, product roadmaps, customer lists, source code, pricing, strategies, and the existence and terms of any discussions between the parties.
3. Obligations
The Recipient agrees to:
- Use Confidential Information only for the Purpose.
- Protect Confidential Information with at least the same degree of care it uses for its own confidential information, and no less than reasonable care.
- Not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or advisors who need it for the Purpose and who are bound by confidentiality obligations no less protective than this Agreement.
- Promptly notify the Discloser of any unauthorised use or disclosure.
4. Exclusions
Confidential Information does not include information that:
- Is or becomes publicly available through no fault of the Recipient.
- Was rightfully known to the Recipient before disclosure, as evidenced by written records.
- Is rightfully received from a third party without a duty of confidentiality.
- Is independently developed by the Recipient without use of Confidential Information.
- Is required to be disclosed by law, provided the Recipient gives the Discloser prompt written notice and cooperates with any protective order.
5. Term
The obligations in this Agreement apply from the date above and continue for two (2) years after the last disclosure of Confidential Information, except that obligations concerning trade secrets continue for as long as the information qualifies as a trade secret under applicable law.
6. Return or Destruction
On written request, the Recipient will promptly return or destroy all Confidential Information in its possession, including copies and derivatives, and certify the destruction in writing on request.
7. No Grant of Rights
Nothing in this Agreement grants either party a licence, ownership interest, or any other right in the other's Confidential Information, except the limited right to use it for the Purpose.
8. No Obligation to Proceed
Neither party is obliged to enter into any further agreement, business relationship, or transaction as a result of this Agreement.
9. Governing Law
This Agreement is governed by the laws of [state/country — e.g. Victoria, Australia]. The parties submit to the exclusive jurisdiction of its courts.
10. Entire Agreement
This Agreement is the entire agreement between the parties on its subject and supersedes all prior discussions. Amendments must be in writing, signed by both parties.
Signatures
Party A: __________________________ Date: __________
Party B: __________________________ Date: __________
Template from Marga Haus · margahaus.com/resources · Adapt and use freely. Attribution appreciated, not required.