A professional starting-point mutual confidentiality agreement for business discussions, partnerships, and negotiations. Protects both parties' confidential information.
Template is a starting point. The contract you're asked to sign may differ. Check your actual contract →
This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:
Party A: [PARTY A NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [PARTY A ADDRESS]
Party B: [PARTY B NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [PARTY B ADDRESS]
(Each a "Party" and collectively the "Parties").
"Confidential Information" means any non-public information, whether written, oral, electronic, or visual, disclosed by either Party ("Disclosing Party") to the other Party ("Receiving Party"), including: - Business plans, strategies, financial data - Technical data, algorithms, source code, designs - Customer lists, supplier information, pricing - Trade secrets and proprietary processes - Information marked "Confidential" or designated as such in writing within 30 days of oral disclosure
Exclusions: Not Confidential Information if: - Publicly known through no fault of Receiving Party - Independently developed without use of Confidential Information - Rightfully received from third party without restriction - Required to be disclosed by law (with prompt notice to Disclosing Party)
Confidential Information may be used only for: [DESCRIBE PURPOSE, e.g., "evaluating a potential business partnership between the Parties"] ("Permitted Purpose").
No other use permitted without prior written consent.
Receiving Party shall: - Hold Confidential Information in strict confidence - Use at least reasonable care (same as own confidential information) - Limit access to employees, contractors, advisors with need-to-know who are bound by equivalent obligations - Not copy, reverse engineer, decompile, or analyze Confidential Information - Notify Disclosing Party immediately of any unauthorized disclosure
Agreement Term: [1-3] years from Effective Date.
Confidentiality Survival: Obligations survive for: - 3 years for general confidential information - Perpetual for trade secrets (as long as they remain trade secrets under applicable law)
Upon Disclosing Party's written request or Agreement termination, Receiving Party shall: - Return all Confidential Information (including copies) - OR certify in writing that all Confidential Information has been destroyed - Exception: May retain one archival copy for legal/compliance purposes, subject to continued confidentiality obligations
Injunctive Relief: Disclosing Party entitled to injunctive relief without proving actual damages or posting bond (irreparable harm presumed).
Attorney Fees: Prevailing party in any enforcement action recovers reasonable attorney fees and costs.
Cumulative Remedies: Remedies are cumulative, not exclusive.
Governing Law: [STATE] law.
Jurisdiction: State and federal courts in [COUNTY, STATE].
No License: No IP rights granted except as expressly stated.
No Partnership: No agency, partnership, or joint venture created.
Assignment: Neither Party may assign without prior written consent.
Entire Agreement: This Agreement supersedes all prior discussions.
Amendments: Only in writing signed by both Parties.
Severability: Unenforceable provisions severed; remainder stays in effect.
Counterparts: Electronic signatures valid.
PARTY A By: ____ Name: ___ Title: ____ Date: ___
PARTY B By: ____ Name: ___ Title: ____ Date: ___
These clauses often contain terms that favor the other party. Review carefully before signing.
Must be specific enough to be enforceable but broad enough to protect. Marking requirement ("Confidential" label) creates clarity but can be burdensome.
Restricts use to specific purpose (e.g., "evaluating potential partnership"). Prevents misuse for competitive advantage.
At least "reasonable care" (same as own secrets). Define who can access (employees, advisors on need-to-know basis).
Standard carve-outs: public domain, independently developed, rightfully received from third party, legal compulsion (with notice).
NDA term (1-3 years typical) vs. confidentiality survival (3-5 years, or perpetual for trade secrets). Don't confuse the two.
Upon request or termination, return or certify destruction. Allow retention of one archival copy for legal compliance.
Injunctive relief (no adequate remedy at law). No need to prove actual damages for injunction. Attorney fees clause for enforcement.
This template is a starting point. The contract from the other party may have different terms — broader liability, weaker IP protection, unfavorable termination, or hidden fees.
Upload Client's Contract →Mutual NDA: both parties share confidential info (partnerships, M&A, joint ventures). One-Way NDA: only one party discloses (vendor evaluation, investor pitch). This template is mutual - can be used one-way by having one party's disclosures be minimal.
Business info: 2-3 years typical. Trade secrets: perpetual (as long as they remain trade secrets). Don't make everything perpetual - courts may find it unreasonable.
This template requires marking for written materials. Oral disclosures: confirm in writing within 30 days. Practical tip: use a standard header/footer on documents.
No. NDAs protect information, not employment. Non-competes are separate agreements with much stricter enforceability requirements (and banned in many states). This NDA does not restrict employment.
Don't sign blind. Workmatic checks important contract risks before you sign.
Upload Contract for AnalysisDisclaimer: Templates and analysis are provided for general informational purposes and do not constitute legal advice. Laws and requirements vary by jurisdiction. Consult a qualified attorney for your specific situation.