Mutual NDA Template (Word)
Before you show a business plan, a client list, source code or prices to a possible partner, buyer or supplier, both sides usually sign a short non-disclosure agreement. This mutual NDA protects information flowing in both directions, lists the usual exceptions, sets how long the duty lasts and what happens to the information at the end, and leaves blanks for the law and courts of your country.
Free · no sign-up · opens in Microsoft Word, Google Docs, LibreOffice and WPS Office. Files contain no macros.
Preview
Real view of the file with its sample data (yellow cells are where you type).
MUTUAL NON-DISCLOSURE AGREEMENT
Guidance: Starting draft, not legal advice. Fill every [square bracket], delete these grey guidance lines, and check stamp duty or other formalities where you are.
This Agreement is made on [date] at [city] between:
(1) [Full legal name], [a company incorporated under [law] / an individual], having its [registered office / address] at [full address], acting through [name, title] (the "First Party"); and
(2) [Full legal name], [a company incorporated under [law] / an individual], having its [registered office / address] at [full address], acting through [name, title] (the "Second Party");
together the "Parties" and each a "Party".
Background
A. The Parties wish to explore [purpose, for example a possible joint project to develop a clinic booking app] (the "Purpose").
B. For the Purpose each Party (as "Discloser") may share confidential information with the other (as "Recipient"), and both agree to protect it on these terms.
1. Confidential Information
1.1 "Confidential Information" means all information, in any form, that the Discloser gives to the Recipient or the Recipient learns in connection with the Purpose, including business plans, customers, prices, finances, designs, software, source code, formulas and know-how, whether or not marked confidential, if a reasonable person would understand it to be confidential, and the information described in Schedule 1.
1.2 It also includes the fact that the Parties are in discussions and the terms discussed.
2. Duties of the Recipient
2.1 The Recipient will use Confidential Information only for the Purpose and will not disclose it to anyone except its directors, employees and professional advisers who need to know it for the Purpose and are bound by duties of confidentiality at least as strict as these.
2.2 The Recipient will protect Confidential Information with at least the care it uses for its own, and never less than reasonable care, and will not copy, reverse engineer or analyse it except as needed for the Purpose.
2.3 The Recipient will tell the Discloser at once of any unauthorised use or disclosure and help to stop it, and is responsible for breaches by people it shared information with.
3. Exceptions
3.1 These duties do not apply to information that the Recipient can show (a) is or becomes public other than by its breach; (b) it knew lawfully before receiving it, free of any duty of confidence; (c) it received lawfully from a third party free to disclose it; or (d) it developed independently.
3.2 The Recipient may disclose Confidential Information if required by law, a court or a regulator, only to the extent required and, where lawful, after telling the Discloser first.
4. Return and destruction
4.1 On the Discloser's request or when the Purpose ends, the Recipient will return or destroy all Confidential Information and copies and confirm this in writing, except one archive copy where the law requires, which stays confidential.
5. No licence, no warranty, no obligation
5.1 Confidential Information remains the Discloser's property. No licence is granted except to use it for the Purpose. It is provided "as is". Neither Party must enter into any further agreement.
6. Term
6.1 Information may be shared under this Agreement for [24] months from its date. The duties of confidentiality last for [3] years after that period ends, and for trade secrets for as long as they remain secret.
7. Non-solicitation (optional)
7.1 During this Agreement and for [12] months after, neither Party will persuade the other's employees involved in the Purpose to leave. General advertisements are not a breach. [Delete this clause if not wanted.]
8. Remedies
8.1 Damages alone may not be an adequate remedy for breach. The Discloser may seek an injunction or specific performance in addition to any other remedy.
9. General
9.1 This Agreement is the whole agreement on its subject. Changes must be in writing and signed by both Parties. If any part is invalid, the rest continues.
9.2 Neither Party may transfer this Agreement without the other's written consent. It may be signed in counterparts and by electronic signature where the law allows.
10. Governing law and disputes
10.1 This Agreement is governed by [the laws of India / the law of England and Wales / the laws of the State of [ ] / the laws of the UAE]. The Parties will first try to settle any dispute by discussion for 30 days; after that the [courts at [city] will have exclusive jurisdiction / dispute will be decided by a sole arbitrator under [rules], seated at [city]].
Guidance: India: Arbitration and Conciliation Act, 1996. England and Wales: Arbitration Act 1996. US: name the State, e.g. "the laws of the State of New York", and AAA rules for arbitration. UAE: DIAC rules for arbitration, or the courts of the Emirate.
…
What's inside
- Parties, purpose and effective date
- Definition of Confidential Information with marked and unmarked information
- Duties of the receiving party, people allowed to see it, and the standard of care
- Exceptions: public, already known, independently developed, received from others, required by law
- Term of the agreement and how long confidentiality lasts after it ends
- Return or destruction, no licence, no obligation to do a deal, remedies including injunction
- Governing law and courts blanks with a country guide, signature blocks and a schedule to describe the information
How to use it
- Open the file in Word, Google Docs or LibreOffice.
- Fill in both parties' names and addresses and the purpose, for example "discussing a possible software development project".
- Choose the governing law and courts using the note under clause 12 (for example the laws of India and the courts at Pune).
- Describe the kind of information to be shared in Schedule 1 so there is no doubt later.
- Fill in every [square bracket], delete the guidance notes in grey, and print two copies.
- Both parties sign and date both copies; each keeps one. In India, check whether your state needs stamp duty on the agreement.
Tips
- Mark documents "Confidential" when you share them, even though the NDA also covers unmarked information told in meetings.
- Share only what is needed for the purpose; an NDA reduces risk but cannot undo a leak.
- Use the online agreement and contract builder for a one-way NDA (only one side shares) or a different country.
Questions and answers
Mutual or one-way NDA?
Use mutual when both sides will share information (partners, joint projects, mergers). Use one-way when only you share (hiring a freelancer, showing an investor a plan).
How long should confidentiality last?
Two to five years after the end is common for business information. Trade secrets such as recipes or source code can be protected for as long as they stay secret; the template lets you say so.
Is an NDA enforceable?
Generally yes, when it is reasonable and clearly defines the information. Courts may refuse to enforce one that tries to stop someone using general skills or public knowledge.