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. Below is the full clause checklist a solid mutual NDA needs, plus the mistakes that most often make one weak.
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.
This page is a checklist, not a fill-in-the-blank form — build the clauses above into your own document (a word processor works fine), then upload it to add signature fields and send it for signature. Both parties sign online; the recipient never needs an account.
Only you need to sign your own copy? Use the free self-sign tool instead — no account needed.
Free plan: sign and send 3 documents a month, no card required. Unlimited documents and recipients start at $19/month.