Mutual non-disclosure agreement
Not legal advice. Confidentiality law, and what courts will enforce, varies by country and state. Have a lawyer who knows the governing law review it before you sign. Replace everything in [brackets] and delete what does not apply.
01Parties and purpose
Use each party's legal name. The purpose matters most: information may only be used for it, so describe it specifically.
- Effective date: [Date]
- Party one: [Legal name], [company number], [registered address]
- Party two: [Legal name], [company number], [registered address]
- Purpose: [The discussion this covers, for example: evaluating a possible integration between the parties' products] (the "Purpose")
02What counts as confidential information
Both parties may disclose and both may receive. The table shows the usual line; the exclusions in the next section make it exact.
"Confidential Information" means any non-public information that one party (the "Discloser") shares with the other (the "Recipient") in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential. It includes [product plans, source code, designs, customer lists, pricing, financial information and business plans].
| Usually confidential | Usually not confidential |
|---|---|
| Product plans and roadmaps | Information that is already public |
| Source code, designs and technical data | What the Recipient already knew |
| Customer lists, pricing and contracts | What a third party lawfully gave the Recipient |
| Financials, fundraising and business plans | What the Recipient built independently |
03What is not confidential information
These exclusions are standard and protect the Recipient. The Recipient should be able to show which one applies.
- Information that is or becomes public through no fault of the Recipient
- Information the Recipient already knew, without a duty of confidentiality, before the Discloser shared it
- Information the Recipient lawfully receives from a third party who is free to share it
- Information the Recipient develops independently, without using the Confidential Information
04Each party's obligations
These apply to both parties whenever they are the Recipient.
- Use the Confidential Information only for the Purpose
- Protect it with at least the care used for its own confidential information, and never less than reasonable care
- Share it only with its employees, contractors and professional advisers who need it for the Purpose and are bound by duties of confidentiality at least as strict as these, and remain responsible for them
- Not copy, reverse engineer or decompile it except as the Purpose requires
- Tell the Discloser promptly on becoming aware of any unauthorised use or disclosure
05Disclosure required by law
A court, regulator or law can override an NDA. This clause says what happens then.
If the law, a court or a regulator requires the Recipient to disclose Confidential Information, it may do so. Where it is lawful to, it will tell the Discloser first so the Discloser can seek protection, and it will disclose only what is required.
06Term
Two periods: how long the parties keep sharing under this agreement, and how long the duty of confidentiality lasts after that.
- Term: This agreement runs for [n] [years / months] from the effective date, unless either party ends it earlier with [n] days' written notice
- Confidentiality: The obligations continue for [n] years after the agreement ends
- Trade secrets: For information that is a trade secret, the obligations continue for as long as it remains a trade secret [where the governing law allows]
07Returning or destroying information
Allow for backups that cannot reasonably be deleted. They stay confidential.
When the agreement ends, or earlier if the Discloser asks in writing, the Recipient will return or destroy the Discloser's Confidential Information and confirm in writing that it has done so. The Recipient may keep copies it is required to keep by law and copies in automatic backups, which remain subject to this agreement.
08No licence, no obligation, no warranty
These lines stop an NDA from being read as more than it is.
- No licence: Sharing Confidential Information gives the Recipient no rights in it, or in any patent, copyright or other intellectual property
- No obligation: Neither party has to share any particular information or enter into any further agreement or transaction
- No warranty: Confidential Information is shared "as is", without any promise that it is accurate or complete
09Remedies
Money is often too late for a leak. This lets a party ask a court to stop one.
Each party agrees that a breach of this agreement may cause harm that money alone cannot put right, and that the Discloser may seek an injunction or other court order to stop or prevent a breach, in addition to any other remedy.
10General
Pick one governing law and one place for disputes. Electronic signatures are accepted in many places; check yours.
- Governing law: [The laws of [country / state]]
- Disputes: [The courts of [city, country]], which have exclusive jurisdiction
- Entire agreement: This agreement is the whole agreement between the parties about its subject and replaces anything agreed before about it
- Changes: Changes must be in writing and signed by both parties
- Assignment: Neither party may transfer this agreement without the other's written consent
- Signing: It may be signed electronically and in counterparts, which together form one agreement
11Signatures
Someone with authority to bind each company signs for it.
- For [Party one]: [Name], [Title]. Signature: ________ Date: ________
- For [Party two]: [Name], [Title]. Signature: ________ Date: ________
12One-way variant
When only one side shares information, for example with a contractor, advisor or new hire, make these changes and delete this section.
- Rename it "Non-disclosure agreement" and name one party the Discloser and the other the Recipient throughout
- Delete the wording that makes both parties disclosers and recipients
- Keep the exclusions, the legal-disclosure clause and the return of information unchanged
- For a contractor or employee, deal with ownership of their work in a separate IP assignment, not in the NDA
13Before you sign
Check each line. A vague purpose or an open-ended term is where most NDA disputes start.
- The purpose describes this specific discussion, not "any business"
- Both legal names, company numbers and addresses are correct
- The term and confidentiality period are ones you can live with
- The governing law and courts are named and match each other
- A lawyer who knows the governing law has reviewed it