An NDA lets you share business ideas, financials or technology with someone while legally requiring them to keep it confidential. This mutual version protects both sides.
Free Non-Disclosure Agreement (NDA) template
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Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement ("Agreement") is effective ____ between ____ and ____ (each a "Party").
1. Purpose
The Parties wish to share confidential information for the purpose of ____ (the "Purpose").
2. Confidential information
"Confidential Information" means non-public information disclosed by one Party to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including business plans, financial information, customer lists, designs, software and trade secrets.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving Party; (b) the receiving Party already knew without restriction; (c) is received from a third party without a duty of confidentiality; or (d) is independently developed without use of the disclosing Party’s information.
4. Obligations
The receiving Party will use Confidential Information only for the Purpose, protect it with at least reasonable care, and share it only with employees or advisers who need to know it and are bound by similar obligations.
5. Required disclosure
If required by law or court order to disclose Confidential Information, the receiving Party will give prompt notice (where legally allowed) so the disclosing Party can seek protection.
6. Term
These obligations last for ____ years from the effective date, and for trade secrets, as long as they remain trade secrets.
7. Return of information
On request, each Party will return or destroy the other’s Confidential Information.
8. No license or obligation
Nothing in this Agreement grants any license or requires either Party to enter into any further transaction.
9. Remedies and law
Unauthorized disclosure may cause irreparable harm, and the disclosing Party may seek injunctive relief in addition to other remedies. This Agreement is governed by the laws of ____.
____ (Signature: __ Name/Title: __ Date: __
____) Signature: __ Name/Title: __ Date: __
This free template is general information, not legal advice, and may not suit your state or situation. Some documents must be signed before witnesses or a notary. For anything important, have a lawyer review it.
When to use it
Exploring a partnership, pitching to a potential investor or client, hiring a contractor who’ll see sensitive information, or selling a business.
Keep it reasonable
Courts are more likely to enforce NDAs that are clear and reasonable in scope and length. Overly broad NDAs can be challenged.
Employees
NDAs can’t stop people from reporting illegal conduct to authorities, and some states limit NDAs around harassment claims.
Frequently asked questions
Are NDAs enforceable?
Generally yes, when they protect genuinely confidential information and are reasonable in scope and duration.
Questions from readers
Question about the Non-Disclosure Agreement (NDA)? Ask it here. We answer common questions in general terms on this page. This is not legal advice.
