Mutual NDA example
A completed mutual NDA between a Delaware software company and a Texas logistics LLC exploring a data partnership.
This Mutual Non-Disclosure Agreement (the "MNDA") is made between Cobalt Ridge Analytics, Inc., a Delaware corporation ("Party 1") and Bayline Freight Logistics LLC, a Texas limited liability company ("Party 2"). It consists of (1) this Cover Page (the "Cover Page") and (2) the Standard Terms that follow (the "Standard Terms"). Any modifications listed on the Cover Page control over conflicting Standard Terms.
| Purpose | Evaluating a possible partnership in which Cobalt Ridge Analytics would provide shipment forecasting software to Bayline Freight Logistics. |
|---|---|
| Effective Date | October 9, 2026 |
| MNDA Term | Expires 1 year from the Effective Date. |
| Term of Confidentiality | 3 years from the Effective Date, but in the case of trade secrets until the Confidential Information is no longer considered a trade secret under applicable laws. |
| Governing Law | Delaware |
| Jurisdiction | Courts located in New Castle County, Delaware |
| MNDA Modifications | None. |
1. Introduction. This MNDA allows each party (as "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. Capitalized terms have the meanings given in these Standard Terms or on the Cover Page.
2. 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 of the Disclosing Party 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.
3. 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.
4. 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 gives 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. Governing Law and Jurisdiction. This MNDA and all matters relating to it are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding relating to this MNDA must be instituted in the federal or state courts located in New Castle County, Delaware. Each party irrevocably submits to the exclusive jurisdiction of those courts in any such suit, action, or proceeding.
10. 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.
11. General. Neither party has an obligation under this MNDA to disclose Confidential Information to the other or to 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.
By signing below, each party agrees to enter into this MNDA as of the Effective Date.
Based on the Common Paper Mutual Non-Disclosure Agreement (Version 1.0), Cover Page and Standard Terms, https://commonpaper.com/standards/mutual-nda/1.0, free to use under CC BY 4.0, https://creativecommons.org/licenses/by/4.0/. Modifications were made: the Cover Page and Standard Terms were combined into one document, party details were added and the wording was lightly edited. These changes are not endorsed by Common Paper.
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How to fill out a mutual NDA
A mutual NDA is short, but each blank on the cover page changes what the standard terms mean. Fill them in this order before either side shares anything sensitive.
- Name both parties. Enter each party's full legal name and entity type, such as "a Delaware corporation", plus an address. A business should sign in its registered name, not a brand or a founder's name.
- Write the purpose. Describe why information is being shared, for example evaluating a partnership or a vendor bid. The receiving party may use the information only for this purpose, so avoid vague wording like "any business purpose".
- Set the NDA term. Choose how long new information can be shared under the agreement: a fixed number of years, often one or two, or until either party ends it with written notice.
- Set the term of confidentiality. Decide how long shared information stays protected. Trade secrets remain protected for as long as they qualify as trade secrets, even under a fixed term.
- Pick the governing law and courts. Select the state whose law applies and the city or county where lawsuits must be filed. Many companies choose their home state or Delaware.
- List any changes, then sign. Note modifications to the standard terms, if any. Each signer should have authority to bind their company. Exchange signed copies, PDF or e-signature, before sharing confidential material.
What is a mutual NDA?
A mutual non-disclosure agreement is a contract in which two parties each agree to keep the other's confidential information private and to use it only for a stated purpose. Both sides are disclosing and receiving, which suits partnership talks, joint projects, vendor evaluations and early merger or investment discussions.
A one-way NDA protects only the party that discloses. When both sides will share pricing, product plans or customer data, a mutual NDA avoids negotiating two separate agreements and keeps the obligations balanced.
Where the wording comes from
This template is based on the Common Paper Mutual NDA, Version 1.0, a standard agreement drafted by a committee of more than 40 attorneys representing technology vendors, procurement teams and law firms. Common Paper publishes it under the Creative Commons Attribution 4.0 license (CC BY 4.0), which allows anyone to use and adapt it as long as the source is credited.
We combined Common Paper's separate Cover Page and Standard Terms into one document, added fields for party details and lightly edited the wording. The substance of every clause is unchanged. The generated agreement ends with a short attribution note naming the source and the license; please keep it in the document. Common Paper has not reviewed or endorsed this adaptation.
Each clause explained
- What counts as confidential information
- Anything marked confidential or proprietary, plus information a reasonable person would understand to be confidential, such as roadmaps, pricing, security documentation and know-how. The fact that the parties are talking is confidential too.
- Exclusions
- Information that is already public, that the receiving party knew beforehand, received from someone else without restrictions, or developed independently is not covered. The receiving party must be able to show the exception applies.
- Permitted disclosures
- Each party may share information with employees, advisors and contractors who need it for the purpose, if they are bound by similar confidentiality duties. The receiving party stays responsible for them.
- Compelled disclosure
- A subpoena, court order or regulator can require disclosure. The receiving party gives advance notice when legally allowed and helps the other side seek protective treatment, at that side's expense.
- Return or destruction
- When the NDA ends, or earlier on request, the receiving party stops using the information and returns or destroys it. Copies in routine backups may be kept but remain confidential.
- Term and termination
- The NDA term sets how long the agreement runs; either party may end it early by written notice. The term of confidentiality sets how long the duty to protect information survives.
- Remedies and injunctive relief
- Because a leak can cause harm that money cannot fix, the disclosing party may ask a court for an injunction in addition to damages.
- No license
- Sharing information does not transfer ownership or grant any license to patents, copyrights or other intellectual property.
- Governing law
- One state's law applies and lawsuits must be filed in the named courts, which avoids disputes about where to sue.
Frequently asked questions
What is the difference between a mutual and a one-way NDA?
A one-way NDA protects information flowing in a single direction, for example from a startup to a contractor. A mutual NDA protects both parties, because each will share confidential information. Use a mutual NDA when both sides exchange plans, prices or data; use a one-way agreement when only one side discloses.
Is an NDA enforceable without a lawyer?
Yes, an NDA does not need to be drafted or signed in front of a lawyer to be a valid contract. Courts generally enforce NDAs with clear terms, a defined purpose and reasonable duration, signed by authorized people. Enforceability still depends on state law and the facts, so have an attorney review high-stakes agreements.
How long should an NDA last?
Many business NDAs allow information to be shared for one or two years and protect it for one to five years. Trade secrets usually stay protected as long as they remain secret. Choose a period matching how long the information stays valuable; overly long terms for ordinary information can be harder to enforce.
Is there a free NDA template I can use?
Yes. This free NDA template fills in online and downloads as an editable Word file or a PDF, with no sign-up. It is based on the Common Paper Mutual NDA, an attorney-drafted standard licensed under CC BY 4.0, and your entries stay in your browser rather than on our servers.
Does an NDA need to be notarized?
No. NDAs are ordinary contracts and are generally valid when both parties sign, including with electronic signatures, which the federal E-SIGN Act and most state laws recognize. Notarization only helps prove who signed. Make sure each signer is authorized to bind their company, such as an officer or a managing member.
Can an NDA stop someone from reporting illegal activity?
No. An NDA cannot lawfully prevent reporting possible violations of law to government agencies, and the federal Defend Trade Secrets Act protects certain confidential disclosures to officials or attorneys. Some states also limit confidentiality about workplace harassment. This template covers business information exchanged between companies, not employment matters.