Mutual NDA template for two-way confidentiality

The generator assembles the agreement from a fixed clause library, so every mutual NDA your team sends has the same structure. These are the sections in the order they appear in the document.

• Definitions. Each party is the Disclosing Party when it shares and the Receiving Party when it receives. Confidential Information covers anything marked confidential or that a reasonable person would understand to be confidential, including oral and visual disclosures, plus notes and analyses derived from it. The fact that talks are happening is also confidential. You choose a broad, standard or narrow definition.
• Exclusions. Public information, information already known, independently developed or received from a third party without a duty of confidence is excluded, and the receiving side carries the burden of showing an exclusion applies.
• Obligations of each Receiving Party. Use only for the stated Purpose, no disclosure except as permitted, at least reasonable care, no reverse engineering of prototypes or software, and prompt notice of any unauthorized use.
• Permitted and compelled disclosures. Sharing with Representatives who need to know and are bound by similar duties, disclosure required by law or court order with prior notice where legally allowed, and disclosure with written consent.
• Return or destruction. On request, return or destroy the information, or destroy and certify, with a carve-out for automatic backups and legal retention that stay confidential.
• No license and no warranty. Ownership stays with the discloser and information is provided as is.
• No obligation to proceed. Neither party must sign a further deal, and both may keep doing independent work.
• Optional covenants. A 12-month non-solicitation of employees met through the talks, a residuals clause for general know-how kept in unaided memory, and a no-contact clause. Each can be switched on or off.
• Term and survival. A term of 1, 2, 3 or 5 years, a separate confidentiality period after the term, and protection for trade secrets for as long as they qualify as trade secrets.
• Remedies, governing law and general provisions. Equitable relief, your chosen US state law and courts, and standard boilerplate including electronic signatures and counterparts.

Most of the negotiation in a mutual NDA happens around four settings, and the builder exposes each of them as a plain choice instead of buried wording.

As a rule of thumb, match the term to how long the talks will run and the confidentiality period to how long the information stays commercially sensitive.

Sending and signing is part of every paid plan. See how signing an NDA online works for the counterparty.

1. Enter your company and the counterparty, pick the purpose, term and governing law, and the full agreement renders instantly.
2. Send it for e-signature. The counterparty signs in the browser with a typed or drawn signature, no account needed.
3. Watch the status move from sent to viewed to signed, and nudge anyone who has not signed.
4. The signed PDF carries a certificate page with timestamps, IP addresses and a document hash, and lands in your NDA register with its expiry date.
5. Reminders arrive 60, 30 and 7 days before the agreement expires, so you can renew before the next meeting.

When the other side insists on its own paper, upload it and run an AI NDA review. It flags the clauses that usually matter in a mutual agreement: obligations that bind only one side despite the mutual title, a perpetual term without a trade secret carve-out, a missing compelled disclosure exception, a non-compete or IP assignment hidden in an NDA, and an unusual jurisdiction. Each flag comes with a plain-language explanation and a suggested fallback position.