Mutual NDA template

Mutual nondisclosure agreement

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This mutual nondisclosure agreement is made on [Effective date] between [Party A legal name], of [Party A address] ("Party A"), and [Party B legal name], of [Party B address] ("Party B"). Each party may disclose information and each party may receive it.

1. Purpose

The parties will share information only for [Purpose]. A conversation about services, a vendor review, or a possible partnership are examples. Sharing information does not require either party to keep talking, to buy anything, or to sign a later contract.

2. Confidential information

Confidential information means information one party discloses to the other for the purpose, in writing, in a file, or in a conversation, when a careful person in the same position would treat it as private. It includes business plans, prices, customer lists, product designs, source code, and security details disclosed for the purpose. A marking helps, but the absence of a marking does not leave the information outside this text when the context shows it was shared in confidence.

3. What is left out

Confidential information does not include information the receiving party can show, with records kept in the ordinary course: was public other than by a breach of this text; was already known to the receiving party without a duty to keep it private; was developed independently without use of the other party's information; or was received from a person who had the right to disclose it free of a duty of confidence. One item can fall outside the definition while the rest stays covered.

4. Use and who may see it

The receiving party uses the information only for the purpose. It may share the information with employees, officers, and professional advisers who need it for the purpose and who are held to a duty of confidence at least as protective as this text. It may also disclose the information when a law, a court, or a competent authority requires it. When the law allows a prior notice, the receiving party gives that notice so the other party can ask for a protective order. The receiving party does not use the information to compete with the other party or to recruit that party's staff, other than by a general advertisement that is not aimed at those people.

5. Care

The receiving party protects the information with at least the care it uses for its own information of similar importance, and in no case with less than reasonable care. It does not copy the information except as needed for the purpose. After it becomes aware of a misuse or an unauthorized disclosure, it tells the other party without undue delay.

6. How long

The duty starts on the effective date and lasts for [Confidentiality period] after the last disclosure. Either party may end the discussions by written notice. Ending the discussions does not end the duty to protect information already shared. If a trade secret needs a different period, counsel writes that period into the PDF before anyone signs.

7. Return or deletion

When the purpose ends, or when the disclosing party asks in writing, the receiving party returns or deletes the confidential information, including copies it controls, within [Return period]. It may keep one copy where a law, a professional rule, or an automatic backup requires that copy, and the copy stays subject to this text. On request, it confirms in writing that it has returned or deleted the rest.

8. No license and no further deal

Disclosure does not transfer a patent, a copyright, a trademark, or any other right. Each party keeps its own information. Neither party removes an ownership notice from a file it receives. This text does not require either party to negotiate, to buy, or to sell. Either party may work with others, so long as it does not misuse confidential information. Any later services agreement is a separate document.

9. If a duty is broken

If a party misuses confidential information, the other party may ask a court to stop the misuse and may seek the money remedy the governing law allows. Counsel decides whether any cap applies and writes it at [Liability note]. Nothing here limits a liability that the governing law does not allow the parties to limit.

10. Law and changes

The laws of [Governing law] govern this text, without the conflict rules that would point somewhere else. The parties name the courts of [Courts] for disputes, subject to any rule counsel must keep. Once counsel adapts this text and the parties sign the PDF, that PDF is the whole agreement about the purpose and replaces earlier oral promises about the same purpose. A change is effective only when both parties sign it. If one sentence cannot be enforced, the rest stays. A delay in using a right is not a waiver. Notices go to the addresses above, or to a later address sent in writing.

Signatures

Party A

Name: [Party A signatory name]

Title: [Party A signatory title]

Signature: ______________________________

Date: [Party A signature date]

Party B

Name: [Party B signatory name]

Title: [Party B signatory title]

Signature: ______________________________

Date: [Party B signature date]