Mutual NDA (Non-Disclosure Agreement) Template
A mutual NDA protects confidential information shared by both parties — the sender and the recipient — for example between two companies exploring a partnership, or a founder and a contractor who will each see the other’s sensitive material. Download the ready-to-fill template below, or read the full clause checklist first — it covers what a solid mutual NDA needs and the mistakes that most often make one weak.
Download the Mutual Non-Disclosure Agreement
A complete, ready-to-fill PDF — 11 clauses, blanks for every detail, and a signature block for both parties. Free, no email, no account. Read it and adapt it before you use it; the cover page explains what it can and cannot do for you.
Need the other party to sign it too? Send it for signature with a full audit trail and a tamper-evident seal on the finished file — they never need an account. See pricing.
This is a template, not legal advice
This document is a general-purpose template provided for information only. It is not legal advice, it does not create a lawyer–client relationship, and nobody has reviewed it against your situation.
Laws differ by country, state and province, and they change. A clause that is standard in one place can be unenforceable — or illegal — in another. Terms that are ordinary between two businesses can be void in a consumer or employment context.
Read every clause before you use it, fill in every blank, and delete anything that does not apply. For anything high-value, unusual, or that you could not afford to lose a dispute over, have a qualified lawyer in your jurisdiction review it before it is signed.
What a mutual NDA needs
Disclosing & receiving party names
Full legal names (or company names) of everyone involved. In a mutual NDA, both parties are usually both disclosing and receiving.
Effective date
The date the confidentiality obligations start — often the date of signing, but state it explicitly.
Definition of confidential information
What actually counts as confidential — documents, source code, pricing, customer lists, verbal disclosures, etc. Vague definitions are the #1 source of disputes.
Permitted use
What the receiving party is allowed to do with the information — usually limited to evaluating a specific deal, project, or relationship.
Exclusions (already-public info)
Information that was already public, already known, or independently developed shouldn’t be covered. Every NDA needs this carve-out.
Term / duration
How long confidentiality obligations last — commonly 1–5 years, sometimes indefinitely for trade secrets. State it as a fixed period.
Return or destruction of information
What happens to shared materials when the relationship ends — return, delete, or destroy, and by when.
Governing law
Which jurisdiction’s law applies if there’s ever a dispute. Matters most when the parties are in different states or countries.
Signatures & date
Both parties sign and date the agreement. Until this happens, nothing in the document is binding.
Common mistakes to avoid
- Defining "confidential information" so broadly it covers everything, or so narrowly it covers nothing — both invite disputes.
- Forgetting the exclusions clause, which can make an NDA unenforceable against information the other side already knew.
- Leaving the term open-ended with no review date, so nobody remembers when the obligation actually ends.
- Using a one-way NDA template when both sides will actually be sharing sensitive information — that needs a mutual NDA.
- Skipping a proper signature step — an NDA emailed as a PDF with no signature, or a "reply to confirm," is weak evidence of agreement if it’s ever challenged.
Turn this into a signed document
Fill in the template above — in your browser, or in any PDF editor — then send it to the other party for signature. They sign online and never need an account, and the finished file comes back sealed with an audit certificate showing who signed, when, and from where.
Only you need to sign your own copy? Use the free self-sign tool instead — no account needed.
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