Mutual NDA template
A mutual NDA is a confidentiality agreement in which both sides share sensitive information and both promise to protect it: before a partnership, a merger conversation, a joint bid or a software integration. This one is short, balanced and written in plain English. Read it below, then send it so both companies sign.
Updated November 5, 2026 · 4 min read
The contract
Gray blanks are yours to fill in before you send. Each signer fills in the blanks in their color.
- You, before sending
- Party B (the other company)
- Party A (your company)
Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the "Agreement") is made on Agreement date between Party A legal name, with an address at Party A address ("Party A"), and Party B legal name, with an address at Party B address ("Party B"). Party A and Party B are each a "Party".
1. Purpose
The Parties want to share information with each other to evaluate and discuss Purpose of the disclosures (the "Purpose"). A Party is the "Discloser" when it shares information and the "Recipient" when it receives information.
2. Confidential information
"Confidential Information" means non-public information that a Discloser shares with the Recipient for the Purpose, in any form, that is marked as confidential or that a reasonable person would understand to be confidential from its nature and the way it is shared. It includes business plans, pricing, customer and supplier information, financial data, technical information, software and product plans.
3. What isn't confidential
Confidential Information does not include information that the Recipient can show:
- is or becomes public through no fault of the Recipient;
- the Recipient already knew, without a duty of confidence, before receiving it from the Discloser;
- the Recipient receives from a third party who is free to share it; or
- the Recipient develops independently, without using the Discloser's Confidential Information.
4. The Recipient's duties
The Recipient will use the Discloser's Confidential Information only for the Purpose, and will protect it with at least the care it uses for its own information of a similar kind, and never less than reasonable care. It will disclose it only to its employees, officers, professional advisers and contractors who need it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement. Each Party is responsible for any breach of this Agreement by the people it shares with.
5. Disclosure required by law
If a court, regulator or law requires the Recipient to disclose Confidential Information, the Recipient may do so after giving the Discloser prompt written notice, where the law allows, so that the Discloser can seek a protective order. The Recipient will disclose only the part that is legally required.
6. Return or destruction
When the Discloser asks in writing, or when the Parties' discussions end, the Recipient will return or destroy the Discloser's Confidential Information and confirm in writing that it has done so. The Recipient may keep copies held in automatic backups or required by law, which remain confidential under this Agreement.
7. Term
This Agreement covers information shared during the Disclosure period in years years after the date above. The duty to keep information confidential lasts for Years confidentiality lasts years after each disclosure, and for trade secrets, for as long as they remain trade secrets under the law.
8. No license and no obligation
All Confidential Information remains the property of the Discloser. Nothing in this Agreement grants a license or any other right to it, or obliges either Party to share any particular information or to enter into any further agreement. Confidential Information is shared as it is, without warranties.
9. Remedies
A breach of this Agreement may cause harm that money alone cannot fix, so the Discloser may ask a court for an injunction or other order to stop an actual or threatened breach, in addition to any other remedy.
10. Whistleblower immunity notice
Under section 1833(b) of Title 18 of the U.S. Code, an individual will not be held liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or to a lawyer solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit. Nothing in this Agreement prevents anyone from reporting a possible violation of law to a government agency.
11. General
This Agreement is governed by the laws of the state of Governing law state. It is the entire agreement between the Parties about Confidential Information and can be changed only in writing signed by both. Neither Party may assign it without the other's written consent, except to a successor of its business. It may be signed electronically and in counterparts, each of which counts as an original.
Party B signer's title: Party B signer's title Email: Party B signer's email
Party A signer's title: Party A signer's title
Party B
Party A
Opens it in SignMaster as a template you can edit and send.
A starting point, not legal advice. Have a lawyer review it for your state and situation.
On this page
When a mutual NDA is the right choice
Use a mutual NDA when information will flow in both directions. Two companies exploring a partnership will each show pricing, customer data or product plans; two contractors preparing a joint bid will share their numbers. A one-sided agreement in that situation leaves one party exposed and usually starts a round of redlines. A balanced form, where every promise runs both ways, tends to get signed the same day.
If only you are sharing, for example with a contractor or a potential buyer, a one-way NDA is simpler and puts no confidentiality duties on you.
What the template covers
- Purpose: the deal or project under discussion, which limits how each side may use what it learns.
- Confidential information: anything shared for the purpose that's marked confidential, or that a reasonable person would see as confidential.
- Exclusions: information that's public, already known, received from someone free to share it, or developed independently.
- Duties: use it only for the purpose, share it only with people who need it and are bound by confidentiality, and protect it at least as carefully as your own.
- Compelled disclosure: notice to the other side when a court or regulator demands information, so it can object.
- Term: how long new disclosures are covered, and how long the duty lasts, with trade secrets protected while they stay secret.
- Return or destruction: on request, with an exception for routine backups that stay confidential.
- No license and no obligation: sharing information grants no rights to it and commits nobody to a deal.
- Whistleblower notice: the immunity notice from the Defend Trade Secrets Act, for any individual bound by the agreement.
Mistakes to avoid
- Defining confidential information as everything. A clause that covers all information forever invites a court to ignore it. Tie it to the purpose.
- Forgetting the people who will actually see it. Each side's staff, lawyers and advisers need permission to see the information, and a duty to keep it private.
- Signing in the wrong name. Use each company's full legal entity name, and have someone with authority sign; a salesperson's signature may not bind the company.
- Treating it as a non-compete. An NDA protects information; it doesn't stop either side from working with competitors. That needs a separate agreement with its own rules.
- Leaving the duration open. Fill in how many years the duty lasts, so nobody argues about it later.
When an individual signs
If a person, not a company, signs your NDA as an employee, contractor or consultant, federal law expects the whistleblower immunity notice in section 10, and the Speak Out Act limits confidentiality clauses about sexual harassment and assault disputes. The template includes the notice; have a lawyer review any version aimed at staff.
How to send it with SignMaster
- 1
Open the template
Choose Use this template above. It opens with two signers, the other company first and yours second, so you only countersign a version they've already accepted.
- 2
Fill in the deal
Type both legal names, your address, the purpose and the two durations into the gray blanks. The other side fills in their address and their signer's title.
- 3
Send it
Add the other company's signer by name and email. They open the link on any phone or computer, without an account, and sign. Then it's your turn.
- 4
Protect a sensitive project name
If the NDA itself names a confidential project, require an access code emailed to the signer before the document opens.
- 5
File the signed copy
Both of you get the signed PDF with its certificate of completion. The file carries a SHA-256 fingerprint, so any later change to it is detectable.
NDAs for a list of partners
Running a supplier program or a pilot with a dozen companies? Bulk send one NDA to all of them from a spreadsheet, one envelope per company, with a Party B legal name column that prints each company's name in its own copy. You countersign each as it comes back, and the results file lists every envelope's status so you can see who hasn't signed.
Questions? Answers.
What's the difference between a mutual and a one-way NDA?
In a mutual NDA both sides share and both are bound. In a one-way NDA only the receiving side promises confidentiality. Pick the mutual form when information flows both ways.
How long should a mutual NDA last?
Two to five years is common for ordinary business information. Trade secrets should stay protected for as long as they remain secret, which section 7 provides.
Who should sign a mutual NDA for a company?
Someone with authority to bind it: an owner, an officer, or a manager with signing authority. Their title goes under their name.
Can we sign the NDA electronically?
Yes. NDAs aren't among the documents e-signature laws exclude, and the certificate of completion shows who signed, from which email and when. See how to sign an NDA online.
Sources
- 18 U.S.C. § 1833(b), Defend Trade Secrets Act whistleblower immunity notice · law.cornell.edu
- 42 U.S.C. § 19403, Speak Out Act (Pub. L. 117-224) · law.cornell.edu