Mutual Non-Disclosure Agreement (NDA)

NDAs are essential in maintaining trust, particularly in business collaborations or negotiations, by clearly defining what must remain confidential and the penalties for any breach. In essence, an NDA serves as a safeguard, helping businesses protect their most valuable information while fostering secure, professional relationships.

In the world of business and innovation, your ideas are your most valuable asset. With our carefully designed Mutual Non-Disclosure Agreement (NDA) template, you can ensure that your confidential information, innovative ideas, and sensitive data remain protected from unauthorized access and unwanted disclosure.

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Mutual Non-Disclosure Agreement (NDA / commonpaper.com)

contract

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “MNDA”) consists of: (1) this Cover Page (“Cover Page”) and (2) the Common Paper Mutual NDA Standard Terms Version 1.0 posted at commonpaper.com/standards/mutual-nda/1.0 (“Standard Terms”). A copy of the Standard Terms is attached for convenience only. Any modifications of the Standard Terms should be made on the Cover Page, which will control over conflicts with the Standard Terms.

Purpose

How Confidential Information may be used

Evaluating whether to enter into a business relationship with the other party.

Effective Date

MNDA Term

Period for sharing Confidential Information

Continues until terminated in accordance with the terms of the MNDA.

Term of Confidentiality

How long Confidential Information is Protected

Governing Law

The laws of .

Jurisdiction

The .

Changes to Standard Terms

List specific changes to the Standard Terms

- none -

Neither party has changed the Standard Terms, except for the details on the Cover Page above. By signing this Cover Page, each party agrees to enter into this MNDA as of the Effective Date.

Party 1
[ No signatories assigned ]
Signature(s) pending. Details
will be added upon completion.
Party 2
NexaCloud Ltd.
[ No signatories assigned ]
Signature(s) pending. Details
will be added upon completion.

STANDARD TERMS

Mutual Non-Disclosure Agreement

Introduction
This Mutual Non-Disclosure Agreement (which incorporates these Standard Terms and the Cover Page (defined below)) (“MNDA”) allows each party (“Disclosing Party”) to disclose or make available information in connection with the Purpose which (1) the Disclosing Party identifies to the receiving party (“Receiving Party”) as “confidential”, “proprietary”, or the like or (2) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure (“Confidential Information”). Each party’s Confidential Information also includes the existence and status of the parties’ discussions and information on the Cover Page. Confidential Information includes technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions and know-how. To use this MNDA, the parties must complete and sign a cover page incorporating these Standard Terms (“Cover Page”). Each party is identified on the Cover Page and capitalized terms have the meanings given herein or on the Cover Page.

Use and Protection of Confidential Information
The Receiving Party shall: (a) use Confidential Information solely for the Purpose; (b) not disclose Confidential Information to third parties without the Disclosing Party’s prior written approval, except that the Receiving Party may disclose Confidential Information to its employees, agents, advisors, contractors and other representatives having a reasonable need to know for the Purpose, provided these representatives are bound by confidentiality obligations no less protective than the applicable terms in this MNDA and the Receiving Party remains responsible for their compliance with this MNDA; and (c) protect Confidential Information using at least the same protections the Receiving Party uses for its own similar information but no less than a reasonable standard of care.

Exceptions
The Receiving Party’s obligations in this MNDA do not apply to information that it can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) it rightfully knew or possessed prior to receipt from the Disclosing Party without confidentiality restrictions; (c) it rightfully obtained from a third party without confidentiality restrictions; or (d) it independently developed without using or referencing the Confidential Information.

Disclosures Required by Law
The Receiving Party may disclose Confidential Information to the extent required by law, regulation or regulatory authority, subpoena or court order, provided (to the extent legally permitted) it provides the Disclosing Party reasonable advance notice of the required disclosure and reasonably cooperates, at the Disclosing Party’s expense, with the Disclosing Party’s efforts to obtain confidential treatment for the Confidential Information.

Term and Termination
This MNDA commences on the Effective Date and expires at the end of the MNDA Term. Either party may terminate this MNDA for any or no reason upon written notice to the other party. The Receiving Party’s obligations relating to Confidential Information will survive for the Term of Confidentiality, despite any expiration or termination of this MNDA.

Return or Destruction of Confidential Information
Upon expiration or termination of this MNDA or upon the Disclosing Party’s earlier request, the Receiving Party will: (a) cease using Confidential Information; (b) promptly after the Disclosing Party’s written request, destroy all Confidential Information in the Receiving Party’s possession or control or return it to the Disclosing Party; and (c) if requested by the Disclosing Party, confirm its compliance with these obligations in writing. As an exception to subsection (b), the Receiving Party may retain Confidential Information in accordance with its standard backup or record retention policies or as required by law, but the terms of this MNDA will continue to apply to the retained Confidential Information.

Proprietary Rights
The Disclosing Party retains all of its intellectual property and other rights in its Confidential Information and its disclosure to the Receiving Party grants no license under such rights.

Disclaimer
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”, WITH ALL FAULTS, AND WITHOUT WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Governing Law and Jurisdiction
This MNDA and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Governing Law, without regard to the conflict of laws provisions of such Governing Law. Any legal suit, action, or proceeding relating to this MNDA must be instituted in the federal or state courts located in Jurisdiction. Each party irrevocably submits to the exclusive jurisdiction of such Jurisdiction in any such suit, action, or proceeding.

Equitable Relief
A breach of this MNDA may cause irreparable harm for which monetary damages are an insufficient remedy. Upon a breach of this MNDA, the Disclosing Party is entitled to seek appropriate equitable relief, including an injunction, in addition to its other remedies.

General
Neither party has an obligation under this MNDA to disclose Confidential Information to the other or proceed with any proposed transaction. Neither party may assign this MNDA without the prior written consent of the other party, except that either party may assign this MNDA in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any assignment in violation of this Section is null and void. This MNDA will bind and inure to the benefit of each party’s permitted successors and assigns. Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of this MNDA is held unenforceable, it will be limited to the minimum extent necessary so the rest of this MNDA remains in effect. This MNDA (including the Cover Page) constitutes the entire agreement of the parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, regarding such subject matter. This MNDA may only be amended, modified, waived, or supplemented by an agreement in writing signed by both parties. Notices, requests and approvals under this MNDA must be sent in writing to the email or postal addresses on the Cover Page and are deemed delivered on receipt. This MNDA may be executed in counterparts, including electronic copies, each of which is deemed an original and which together form the same agreement.

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Disclaimer: The original creator, the author of this template, and fynk GmbH are not responsible for any damages or liabilities that may result from using this template. This template should not be considered a substitute for legal advice, and consulting with a legal professional is recommended before use. fynk GmbH, the original creator, and the author do not provide legal advice and will not be held accountable for any legal consequences arising from its use.

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Background Information

Mutual NDAs explained in simple terms

Learn everything there is about Mutual Non-Disclosure Agreements. What they are, who they are for and what they should contain.

What is a Mutual Non-Disclosure Agreement (NDA)?

A Mutual Non-Disclosure Agreement (also known as bilateral NDA) is a legally binding contract between two or more parties that protects the confidential information they share with each other. Mutual NDA ensures that both parties promise not to disclose or use the other’s sensitive information for any purpose other than what was agreed upon.

In a Mutual NDA, both sides have equal responsibilities to keep the information secret. This type of agreement is often used when businesses collaborate, share ideas, or discuss sensitive matters.

NDA Vs. Mutual NDA: What’s the difference?

The difference of general NDA and Mutual NDA is about the amount of information shared. If only one party is obliged to keep the counterparts’ information secret, the NDA is unilateral. On the other hand, if both parties sharing information with each other and having equal responsibilities to protect that information, the agreement is a Mutual NDA.

Are Mutual NDAs Legally Binding?

Yes, Mutual Non-Disclosure Agreements (NDAs) are legally binding contracts. However, to be considered an enforceable, they need to have several factors, including:

  • Clarity and specificity: The NDA should clearly define what information is considered confidential.
  • Consideration: There must be something of value—in the NDAs it’s usually sensitive information— exchanged between the parties.
  • Legality: The NDA cannot violate any laws or public policy.

Once both parties sign the Mutual NDA, they are legally bind to the terms outlined in the NDA. If one party breaches the agreement, the other party may have the right to seek legal remedies, such as damages or an injunction.

Why Using Mutual NDAs Is Important?

Creating Balanced Protection

Mutual NDAs create protection for both parties equally and therefore, encourages trust. So in a sense, it’s more fair than a normal NDA since parties have something to lose if the agreement is violated. When both parties are legally bind to protect each others’ information, it’s easier for them to openly collaborate, share ideas, and strategies without the fear of exploitation.

Clarity of Responsibilities

NDAs contain specific details like description of confidential information, the duration of the confidentiality obligation, and the how each party can or cannot use those information. When responsibilities and expectations are written clearly in Mutual NDAs, the negotiations and communications are easier and smoother.

Nacked by law, NDAs are the best solution to guarantee the confidentiality of agreements. If one of parties accidentally—or intentionally—shares the confidential info without permission, the other party can take legal action and remedies. Mutual NDA gives both parties confidence that they can enforce the agreement if necessary, making it more likely that everyone will respect the rules.

When to Use a Mutual Non-Disclosure Agreement (NDA)?

A Mutual Non-Disclosure Agreement can be used whenever the information being exchanged is valuable. Particularly, in the following cases:

  • Business Partnerships: When two or more companies are considering a partnership or joint venture, a mutual NDA ensures that both parties’ confidential information remains protected during discussions.
  • Collaboration on Projects: If you’re collaborating with another company or individual on a project that involves sharing sensitive information, a mutual NDA is essential to safeguard that information.
  • Consulting Arrangements: When hiring a consultant or freelancer who will have access to confidential information, a mutual NDA protects both the client’s and the consultant’s sensitive data.
  • Research and Development: In situations where companies share proprietary information for research or product development, a mutual NDA is critical to protect both parties’ intellectual property.
  • Investment Discussions: When discussing potential investments or funding opportunities, a mutual NDA can help secure sensitive financial information and business plans from being disclosed to third parties.
  • Employee Relationships: When bringing on new employees, especially in roles that involve accessing confidential information, a mutual NDA can protect both the company’s sensitive data and any personal information the employee might share.

Key Elements of an Effective NDA

Definition of Confidential Information

Clearly specify what is considered as your confidential information. It can be any documents, data, or materials shared between the parties, like business plans, customer lists, product designs, or trade secrets.

For example, if Company A shares its new marketing strategy with Company B, that strategy is considered confidential. This can include documents, data, trade secrets, business plans, and any other sensitive information shared during the relationship.

Obligations of the Receiving Party

Ensure that both parties agree to keep the confidential information safe and not disclose it to anyone outside their organizations. Specify reasonable steps to protect the information, like storing it securely and limiting access to only those who need it.

Exclusions from Confidential Information

The Exclusions from Confidential Information clause in an NDA specifies which information is not covered under the agreement’s confidentiality obligations.

Purpose of Use

How the confidential information can be used exactly? Typically, the information should only be used for the purpose defined in the NDA.

Duration of Confidentiality

Define the length of time that the confidentiality obligations will remain in effect. This can vary depending on the nature of the information and the agreement between the parties.

Specify the consequences of a breach, including potential legal remedies, such as monetary damages or injunctive relief, to discourage violations. Indicate which jurisdiction’s laws will govern the agreement. This is important for resolving any disputes that may arise.

Signatures

Lastly, both parties must sign the NDA to makes the document legally binding.

FAQs

What information does a mutual NDA protect?
It protects sensitive information such as trade secrets, business plans, financial data, customer lists, and other proprietary details defined as confidential.
How long does a mutual NDA last?
The duration varies depending on the agreement but usually specifies both an active period and a confidentiality period that extends beyond termination.
What happens if someone breaches a mutual NDA?
A breach can result in legal consequences, including potential financial damages or court orders to prevent further disclosure.
What information is excluded from confidentiality in a mutual NDA?
Common exclusions include publicly available information, information already known by the receiving party, or independently developed data without access to the other party’s confidential information.
Can a mutual NDA be modified after signing?
Yes, but any modifications must be agreed upon in writing and signed by both parties to be legally enforceable.
Can a mutual NDA cover information beyond business matters?
Yes, mutual NDAs can protect any confidential information, including research, technical data, and other non-business-related materials.

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Clause Library: learn more about the clauses in this template

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Consequences Of Breach

The Consequences of Breach clause outlines the measures and penalties that will be imposed if one party fails to fulfill their contractual obligations. It typically includes remedies such as damages, specific performance, or termination, thereby serving as a deterrent and providing recourse to the non-breaching party.

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Exclusions From Confidential Information

The "Exclusions From Confidential Information" clause outlines specific categories of information that are not considered confidential under the terms of the agreement. Typically, these exclusions include information that is publicly known, already known by the receiving party prior to disclosure, independently developed by the receiving party, or disclosed by a third party without breach of any confidentiality obligation.

3 example clauses

Duration Of Confidentiality

The "Duration of Confidentiality" clause specifies the time period during which parties involved are obligated to maintain the confidentiality of the disclosed information. This period may extend beyond the termination of the agreement, ensuring continued protection of proprietary information for a defined duration or indefinitely.

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Remedies

The "Remedies" clause in a contract outlines the actions or compensation available to a party when the other party fails to fulfill their contractual obligations. It specifies the rights and procedures for seeking redress, such as damages, specific performance, or termination of the contract, aimed at addressing breaches and restoring the affected party's interests.

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Term And Termination

The "Term and Termination" clause outlines the duration of the contract and the conditions under which either party can terminate the agreement. It specifies the start and end dates of the contract, renewal options, and the process for termination, including any required notice period and potential consequences or obligations upon termination.

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Return Or Destruction of Confidential Information

The "Return or Destruction of Confidential Information" clause specifies the obligations of parties to either return or destroy all confidential information upon the termination or completion of the contractual relationship. This ensures that sensitive data is not retained unnecessarily, thereby protecting proprietary information and maintaining confidentiality.

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Proprietary Rights

The Proprietary Rights clause in a contract typically outlines the ownership and control of intellectual property or confidential information exchanged or developed during the term of an agreement. It ensures that any proprietary information remains the property of its original owner and may establish how this information can be used, shared, or protected throughout and after the contract's duration.

12 example clauses

Governing law and jurisdiction

The "Governing Law and Jurisdiction" clause specifies which region's legal framework will be applied in interpreting and enforcing the terms of a contract and designates the location where any legal disputes will be resolved. This clause is crucial for determining procedural and substantive legal matters, ensuring both parties are aware of the legal standards and courts that will have authority in case of conflicts.

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