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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
A Mutual Non-Disclosure Agreement (mutual NDA) is a binding contract that legally obligates both parties to protect each other's confidential business information — trade secrets, financial data, client lists, and proprietary processes — from disclosure to third parties. Use this form whenever two companies or individuals are exploring a potential partnership, merger, acquisition, or joint venture and both sides are sharing sensitive information. Fill out this free mutual non-disclosure agreement template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Terms.
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of ______________ by and between ______________, located at ______________ ("Party A"), and ______________, located at ______________ ("Party B") (each a "Party" and collectively the "Parties").
The Parties wish to explore the following business opportunity: ______________ (the "Purpose"). In connection with the Purpose, each Party may disclose Confidential Information to the other.
"Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
The Receiving Party shall (a) hold Confidential Information in strict confidence, (b) use it solely for the Purpose, (c) protect it with at least the same degree of care it uses for its own confidential information (and in no event less than reasonable care), and (d) not disclose it to any third party without the Disclosing Party's prior written consent.
Confidential Information does not include information that is (a) publicly available through no fault of the Receiving Party, (b) rightfully known before disclosure, (c) independently developed without use of Confidential Information, or (d) rightfully received from a third party without a duty of confidentiality.
This Agreement shall remain in effect for 2 year(s) from the Effective Date. Obligations with respect to trade secrets continue for so long as such information qualifies as a trade secret under applicable law.
Upon written request, the Receiving Party shall promptly return or destroy all Confidential Information in its possession and certify such destruction in writing.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.