Free mutual NDA template

A mutual non-disclosure agreement (NDA) protects confidential information that two businesses share with each other, for example while discussing a partnership, an investment or a development project. This template is written for situations where both sides will share information. Replace the text in [brackets] and review it before anyone signs.

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Last reviewed September 2026. General information, not legal advice.

Template preview Replace the text in [brackets]

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on [Date] (the "Effective Date") between [Party A legal name], [address] ("Party A"), and [Party B legal name], [address] ("Party B"). Each party may disclose or receive Confidential Information under this Agreement.

1. Purpose

The parties want to share information to evaluate [a potential business relationship concerning ...] (the "Purpose").

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient"), in any form, that is marked as confidential or that a reasonable person would understand to be confidential. This includes business plans, product designs, source code, customer lists, pricing and financial information.

3. Exclusions

Confidential Information does not include information that the Recipient can show:

  • is or becomes public through no fault of the Recipient;
  • was already known to the Recipient without a duty of confidentiality;
  • is independently developed by the Recipient without using the Discloser's information; or
  • is received from a third party who is allowed to disclose it.

4. Obligations

  • Use Confidential Information only for the Purpose.
  • Protect it with at least the same care the Recipient uses for its own confidential information, and never less than reasonable care.
  • Share it only with employees, contractors and advisors who need it for the Purpose and who are bound by confidentiality obligations at least as protective as these.

5. Required disclosure

If the law or a court requires the Recipient to disclose Confidential Information, the Recipient will, where allowed, notify the Discloser promptly and disclose only what is required.

6. Return or destruction

When the Discloser asks, or when this Agreement ends, the Recipient will return or destroy the Discloser's Confidential Information, except copies kept in routine backups or required by law, which remain protected by this Agreement.

7. No license or obligation

This Agreement does not grant any license to intellectual property, and it does not require either party to enter into any further agreement or transaction.

8. Term

This Agreement lasts for [1] year from the Effective Date. The obligations in sections 4 to 6 continue for [3] years after the Agreement ends, and for trade secrets, for as long as they remain trade secrets.

9. Remedies

Unauthorized disclosure may cause harm that money alone cannot fix, so the Discloser may seek an injunction or other equitable relief in addition to any other remedies.

10. General

This Agreement is governed by the laws of [State / Country]. It is the entire agreement between the parties about its subject matter and can only be changed in writing signed by both parties.

Signatures

[Party A legal name]
Name: ____________________
Title: ____________________
Date: ____________________

[Party B legal name]
Name: ____________________
Title: ____________________
Date: ____________________

Mutual or one-way NDA?

Use a mutual NDA when both parties will share confidential information, such as two companies exploring a partnership. Use a one-way (unilateral) NDA when only one side discloses information, for example when you show a product roadmap to a contractor. You can turn this template into a one-way NDA by naming one Discloser and one Recipient.

How to customize this template

  1. Use the parties' legal names. Use the registered company names and addresses, not brand names.
  2. Describe the Purpose narrowly. A specific purpose limits how the other side can use your information.
  3. Pick sensible time limits. One to three years of confidentiality is common for general business information, with longer protection for trade secrets.
  4. Choose the governing law. Usually where one of the parties is based.
  5. Sign before sharing anything sensitive. An NDA protects information shared after it is signed, unless it says otherwise.

Frequently asked questions

Is an NDA from a template enforceable?

It can be, as long as it is signed by both parties, describes the confidential information reasonably and has sensible limits. For high-value deals, have a lawyer review it.

How long should an NDA last?

Commonly one to three years for general business information. Trade secrets are usually protected for as long as they remain secret.

Can I sign an NDA electronically?

In most countries, including the US, the UK and EU member states, electronic signatures are valid for this kind of agreement.

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