Free template

Mutual NDA template

A mutual NDA protects confidential information flowing in both directions. Use it when both sides will share something sensitive before a deal, a partnership or a hire, and each wants the same promise from the other. Edit it in the browser and send it for signature from the same page; the free plan includes 5 sends a month and never asks for a card.

When to use it

  • Exploring a partnership or integration where both companies will show roadmaps or code.
  • Early acquisition or investment talks where each side shares financials.
  • A senior candidate who will see company plans and bring their own proprietary work.
  • Any meeting where you are not sure yet who will disclose more.

What's in it

  1. 1.Confidential Information
  2. 2.Obligations
  3. 3.Exclusions
  4. 4.Term
  5. 5.Governing Law

Plus signature, name and date fields for party a and party b.

The full template

The text you start from, exactly as it opens in the editor. Bracketed blanks are yours to fill in; highlighted fields are filled by each signer.

Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of Date signed — Party A by and between the parties identified in the signature blocks below (each a “Party”).

1. Confidential Information

“Confidential Information” means any non-public information disclosed by one Party to the other, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure.

2. Obligations

Each Party receiving Confidential Information agrees to:

  • Hold the Confidential Information in strict confidence and take reasonable precautions to protect it.

  • Not disclose it to any third party without the prior written consent of the disclosing Party.

  • Use it solely for the purpose of evaluating or carrying out the business relationship between the Parties.

3. Exclusions

Confidential Information does not include information that is or becomes publicly known through no fault of the receiving Party, was rightfully known before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

4. Term

The obligations in this Agreement survive for three (3) years from the Effective Date. Obligations with respect to trade secrets continue for as long as the information remains a trade secret under applicable law.

5. Governing Law

This Agreement is governed by the laws of the jurisdiction in which the disclosing Party maintains its principal place of business, without regard to conflict of law principles.


Signatures

By signing below, each Party acknowledges that it has read and agrees to be bound by this Agreement.

Party A

Signature: Signature — Party A

Name: Full name — Party A

Date: Date signed — Party A

Party B

Signature: Signature — Party B

Name: Full name — Party B

Date: Date signed — Party B

This template is a general-purpose starting point written in plain English for use in the United States. It is not legal advice and has not been reviewed for your situation; for anything high-stakes, have a lawyer review the final version.

How to send it for signature

  1. Step 1

    Start from the template

    It opens as a document in the editor with both parties' signature, name and date fields already placed. Fill in the bracketed blanks and change any clause.

  2. Step 2

    Add who signs

    Put an email address on each party, set the signing order if it matters, add an access code if you want one, and add a viewer for anyone who only needs to read it.

  3. Step 3

    Send it and track it

    Each signer gets a link and signs in the browser, no account needed. You see who has opened and signed, and everyone gets the completed PDF with a certificate of completion.

Questions

What is the difference between a mutual and a one-way NDA?
A mutual NDA binds both parties to protect each other's information. A one-way (unilateral) NDA binds only the side receiving information. If only you are disclosing, a one-way NDA is simpler and easier for the other side to accept.
How long does this NDA last?
The template sets confidentiality obligations at three years from the effective date, with trade secrets protected for as long as they remain trade secrets. You can change the term in the editor before sending.
Is an NDA signed electronically legally binding?
In the United States, the ESIGN Act and UETA give electronic signatures the same legal effect as handwritten ones for most business agreements, including NDAs. XDocs records an audit trail and a certificate of completion with each signed copy.
Do I need a lawyer to use this template?
The template is a general-purpose starting point, not legal advice. For high-stakes disclosures or unusual terms, have a lawyer review the final version.

Your own templates, too.

Save any document as a template for the team, with its parties and signature blocks, and start the next one from it in a click.