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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