Mutual non-disclosure agreement.
A bilateral confidentiality structure for vendor conversations, partnership talks, and M&A diligence. State-aware drafting with carve-outs for residual knowledge, defined permitted purpose, and an injunctive-relief clause that holds up.
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [Effective Date] by and between [Party A], a [legal form] organised under the laws of [jurisdiction] with its principal office at [address] ("Party A"), and [Party B], a [legal form] organised under the laws of [jurisdiction] with its principal office at [address] ("Party B"). Each of Party A and Party B is referred to herein as a "Party" and collectively as the "Parties". 1. Definitions. "Confidential Information" means all non-public information disclosed by either Party to the other…
What's inside the document.
Confidential information, residuals, exclusions. Drafted to cover oral and written disclosures alike.
Defines the scope of use, the permitted purpose, and which representatives may access the information.
Standard of care, non-use, non-disclosure, internal handling, onward-disclosure restrictions.
Initial term, survival of obligations post-termination, return-or-destroy requirements.
Injunctive relief language and equitable remedies in addition to damages.
Jurisdiction selection (US state-aware) with a parallel AU variant included.
Entire agreement, severability, assignment, notices, counterparts.
E-sign-ready signature blocks for both parties with title and date lines.
A complete document set.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
- 12 months of updates to this document
- Commercial-use licence for internal and client work
Three formats, one document.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
6 steps from download to use.
- 01Open the NDA and replace the Party A / Party B placeholders with the legal names and addresses.
- 02Set the effective date and the defined permitted purpose (one specific transaction or relationship).
- 03Confirm the initial term — typically 2 to 5 years from the effective date.
- 04Pick the governing law clause that matches the deal's centre of gravity (a single US state or AU jurisdiction).
- 05Confirm the residuals and exclusions sections match your appetite — overbroad residuals weaken the document.
- 06Send to both signatories for e-sign. Retain a fully-signed PDF.
The right document at the right moment.
Use this mutual NDA when both sides will disclose sensitive information — partnership negotiations, M&A diligence, joint-venture exploration, vendor evaluations where you'll share roadmap or financials. Bilateral structure is appropriate when neither party has clear primacy as discloser or recipient.
If only one side is disclosing (a hiring conversation, a customer's data being shared with you), use a one-way NDA instead. If the relationship is contractor-engagement-specific, the contractor NDA is the better starting point.
Honest answers before you download.
- Mutual or one-way?
- Mutual when both sides will share confidential information; one-way when only one party will. Mutual is the safe default for partnership and M&A talks; one-way is cleaner for vendor or contractor engagements.
- What term should I set?
- 2 to 5 years from the effective date is standard. Trade-secret protections can extend beyond the term as long as the information remains confidential. For deal-specific NDAs, time-bound to 3 years from disclosure.
- Does the injunctive-relief clause actually help?
- Yes — it makes it easier to obtain an injunction against a breach without having to prove monetary damages first. Most US and AU courts accept the clause but will still require you to show actual or threatened harm.
- Can I use this in the UK or EU?
- It is a starting point. The structure works in common-law jurisdictions but UK/EU NDAs typically warrant local counsel review for the residuals clause, the governing-law selection, and the GDPR data-processing language.
Other documents in this neighbourhood.
Employee NDA
One-way NDA for new-hire onboarding — IP assignment paired in.
Non-compete agreement
Stand-alone non-compete with jurisdiction-aware enforceability scaling.
IP assignment agreement
Assign work product to the company; pair with the offer letter.
This mutual non-disclosure agreement template is a professionally drafted starting point and is not legal advice. The clauses follow current US and AU practice; adapt the document for your specific jurisdiction and have qualified counsel review any clauses you add before signing or distributing. Full disclaimer.