Why choose Delaware law for a mutual NDA?

Delaware is widely chosen because its commercial courts are experienced and its contract law is predictable, which matters when you need to enforce an NDA quickly.

How long should a Delaware mutual NDA last?

Three to five years is typical, with an indefinite carve-out for trade secrets. Longer terms can be appropriate for especially sensitive technical information.

Does a Delaware NDA need to be notarised?

No. A signed agreement between sophisticated commercial parties is sufficient; notarisation is not required for enforceability.

United States — Delaware

Mutual NDA

A Delaware-law mutual non-disclosure agreement template, with required clauses and a full example contract.

Delaware is the default choice of governing law for many U.S. technology deals because its Court of Chancery is widely regarded as experienced with commercial disputes and because Delaware contract doctrine is predictable. A mutual NDA governed by Delaware law is comfortable territory for counterparties who are already incorporated there.

For a Delaware-governed mutual NDA, most of the substance is contractual rather than statutory: Delaware places few mandatory limits on what sophisticated commercial parties can agree between themselves. That makes clean drafting especially important — the four corners of the document will generally be enforced as written.

Required clauses for Delaware

Definition of Confidential Information: A broad but workable definition tied to marking and reasonable expectations.
Permitted Use: Use restricted to the stated business purpose.
Standard Exclusions: Public, pre-known, independently developed, and rightfully received third-party information.
Term: Commonly three to five years, with trade-secret carve-out.
Governing Law — Delaware: Delaware law chosen for its commercial predictability.
Jurisdiction — Delaware Courts: State and federal courts located in Delaware.

Example contract

A hand-written illustrative example. Not a substitute for legal advice on your specific situation.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] by and between [Party A], a Delaware corporation with its principal place of business at [address] ("Party A"), and [Party B], a [jurisdiction] [entity type] with its principal place of business at [address] ("Party B"). Each a "Party" and together the "Parties".

1. PURPOSE. The Parties wish to explore a potential business relationship (the "Purpose") and, in connection with that discussion, may disclose to each other certain non-public business, technical, and financial information.

2. CONFIDENTIAL INFORMATION. "Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient") that is marked or identified as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.

3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Recipient; (b) was lawfully known to the Recipient before receipt from the Discloser; (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (d) is rightfully received from a third party who owes no duty of confidentiality.

4. OBLIGATIONS. The Recipient shall (a) use the Confidential Information solely for the Purpose; (b) protect it with at least the degree of care it uses for its own confidential information, and in no event less than reasonable care; and (c) limit access to its personnel and professional advisors who have a need to know and who are bound by written or professional obligations of confidentiality.

5. COMPELLED DISCLOSURE. If the Recipient is legally compelled to disclose Confidential Information, it shall, where legally permitted, provide prompt notice to the Discloser so that the Discloser may seek a protective order.

6. TERM. This Agreement will remain in effect for three (3) years from the Effective Date. The obligations of confidentiality will survive termination for a further two (2) years, and indefinitely as to any information that constitutes a trade secret under applicable law.

7. NO LICENSE. Nothing in this Agreement grants the Recipient any license or other rights in the Discloser's Confidential Information or intellectual property, except the limited right to use it for the Purpose.

8. NO WARRANTY. All Confidential Information is provided "AS IS". Neither Party makes any warranty as to the accuracy or completeness of Confidential Information.

9. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

10. JURISDICTION. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for any dispute arising out of or relating to this Agreement.

11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior discussions and writings.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Frequently asked questions

Why choose Delaware law for a mutual NDA?: Delaware is widely chosen because its commercial courts are experienced and its contract law is predictable, which matters when you need to enforce an NDA quickly.
How long should a Delaware mutual NDA last?: Three to five years is typical, with an indefinite carve-out for trade secrets. Longer terms can be appropriate for especially sensitive technical information.
Does a Delaware NDA need to be notarised?: No. A signed agreement between sophisticated commercial parties is sufficient; notarisation is not required for enforceability.

Draft my own

Start with a conversation. Contracts.io will draft a mutual nda tailored for Delaware.

Draft this contract