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Other Names: Mutual Confidentiality Agreement
Mutual Non-Disclosure Agreement (Mutual NDA) document preview

What is a Mutual Non-Disclosure Agreement?

A Mutual Non-Disclosure Agreement (Mutual NDA) is a confidentiality agreement that allows two parties (businesses or individuals) to share and receive proprietary information. When you have to share sensitive business information with another party and expect to receive sensitive information in return, you can use this Mutual Non-Disclosure Agreement to lay out the parameters of confidentiality. Often used with business partners, vendors, and consultants, this document can help you make certain that all parties understand the privacy boundaries. A Mutual NDA helps to protect your intellectual property from being shared without your permission, and it gives you the ability to take legal action if the agreement is violated.

When to use a Mutual Non-Disclosure Agreement:

  • You will be sharing proprietary information with another person or organization.
  • You will be given access to proprietary information that belongs to another person or organization.

Sample Mutual Non-Disclosure Agreement

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This is an agreement between , , ,   and , , ,   involving the material exchange of confidential information and shall be effective .




Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information including, without limitation, computer programs, code, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), and other technical, business, financial and product development plans, forecasts, strategies and information, which to the extent previously, presently, or subsequently disclosed to the Receiving Party, is hereinafter referred to as "Proprietary Information" of the Disclosing party. All Proprietary Information shall be protected and safeguarded if it is (a) marked as the Disclosing Party's confidential or proprietary information (or with an equivalent legend) at the time of disclosure, if disclosed in tangible form; or (b) identified as Proprietary Information at the time of disclosure. Notwithstanding the failure of the Disclosing Party to mark information as confidential or proprietary as described above, information that, by its very nature, or under the particular circumstances of disclosure, should reasonably be understood to be confidential or proprietary, shall be deemed to be Proprietary Information.


In consideration of the parties' discussions and access the Receiving Party may have to Proprietary Information of the Disclosing Party, the Parties hereby agree as follows:


. The Receiving Party agrees (i) to hold the Disclosing Party's Proprietary Information in confidence and to take all necessary precautions to protect such Proprietary Information including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials, (ii) not to divulge any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use of such Proprietary Information, except for the below stated purpose, and (iv) not to copy or reverse engineer, or attempt to derive the composition or underlying information of any such Proprietary Information.


. The Receiving Party agrees that the Proprietary Information shall not be used except for the following purpose:



. The Receiving Party further agrees to limit the use of and access to the Disclosing Party's Proprietary Information to the Receiving Party's employees who need to know such Proprietary Information for said purposes and shall cause such employees to comply with the obligations set forth herein.


. The Disclosing Party agrees that the foregoing obligations shall not apply with respect to information that (i) was in the possession of the Receiving Party or known by it prior to receipt from the Disclosing Party, or (ii) was rightfully disclosed to the Receiving Party by another person without restriction, or (iii) was independently developed by the Receiving Party without access to such Proprietary Information, or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order, provided the Receiving Party has given the Disclosing Party prompt notice of such requirement and the opportunity to contest it.


. During the term of this Agreement and for thereafter, neither party shall attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Disclosing Party to Receiving Party for the purpose of circumventing, the result of which shall be to prevent the Disclosing Party from realizing or recognizing a profit, fees or otherwise, without the specific written approval of the Disclosing Party. If such circumvention shall occur the Disclosing Party shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.


. Immediately upon a request by the Disclosing Party at any time, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and all copies or extracts thereof and will promptly and permanently delete any Proprietary Information which is electronically or optically recorded or stored.


. The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party's Proprietary Information, there can be no adequate remedy at law for any breach of its obligation hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, the remaining portions hereof shall remain in full force and effect.


. Neither party acquires any intellectual property rights under this Agreement or any disclosure hereunder, except the limited right to use such Proprietary Information in accordance with this Agreement.




. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay in enforcing any right will be deemed a waiver. The obligations of non-use and non-disclosure shall survive for a period of from the date of disclosure of the Proprietary Information. The obligations of non-use and non-disclosure shall survive indefinitely. This Agreement shall be governed by the laws of the State of  District of Columbia and may be enforced in any court in .the District of Columbia.


. This Mutual Non-Disclosure Agreement shall be signed by on behalf of by , and by on behalf of by , .





By:   Date:  





By:   Date:  




Mutual Non-Disclosure Agreement Checklist



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___Sign this document. This document needs to be signed by:



The Agreement can be signed online. It becomes effective as of the date specified in the Agreement.


___Everyone gets a copy. Each party to the Mutual Non-Disclosure Agreement should receive a copy of the signed document. If you sign this agreement online a copy will be securely stored in your account. You can share your document from your account.



Important Details


If you send confidential documents to the other party, make sure you mark them as "Confidential" before sending them. Do not send confidential documents until the Mutual Non-Disclosure Agreement has been signed by both parties.

Example: If you send specs for new software to a potential employee, write "Confidential" on all pages of the document you send over.


Each party disclosing information may wish to maintain a list of all documents and materials sent to the other party and, when possible, make a copy of all such documents and materials.


Mutual Non-Disclosure Agreement FAQs

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  • Where can I write a Mutual NDA online for free?

    It is very easy to get what you need using a free Mutual Non-Disclosure Agreement template from Rocket Lawyer:

    1. Make your NDA - Provide a few simple details and we will do the rest
    2. Send and share it - Look over it with an attorney, if needed
    3. Sign it - Sign your NDA online and make it legal

    Each Mutual NDA from Rocket Lawyer can be personalized for your specific scenario. To begin the process, tap or click on the button labeled "Make document". Your NDA will be built piece by piece so you can feel confident that it has all of the relevant information that you'll need.

  • Do I need to hire an attorney to review my Mutual Non-Disclosure Agreement?

    Writing a Mutual Non-Disclosure Agreement is generally simple; however, you could have questions. Depending on whom you ask, some attorneys may not even accept requests to review documents that they didn't author. An easier approach might be to request help from attorney services at Rocket Lawyer. As a Premium member, you have the ability to ask for feedback from an attorney with relevant experience or get answers to other questions about your NDA. We're always available to help.

  • What might I normally need to pay to make a Mutual Non-Disclosure Agreement?

    The cost of finding and working with a legal provider to draft a Mutual Non-Disclosure Agreement might total between $200 and $1,000, depending on where you are located and how complex the matter may be. Rocket Lawyer offers much more than other Confidentiality Agreement template websites that you might discover. As a Rocket Lawyer member, you can get up to 40% in savings when hiring an attorney from our network.

  • Are there any additional steps to take after I have made a Mutual Non-Disclosure Agreement?

    After making your NDA, you will have the ability to get to it in your account anytime, anywhere. You also may interact with your document in one or all of these ways: making edits, printing it out, or signing it with signing it with RocketSign®. Attached to your Mutual NDA, you'll also discover a list of suggested steps you should take once the document is finished.

  • Does a Mutual NDA need to be notarized or witnessed?

    Neither witnesses nor notarization are legally required for your Mutual NDA.

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