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Nondisclosure Agreement (Mutual)

A mutual nondisclosure agreement (NDA) requiring both parties to protect the other's non-public, confidential, and/or proprietary information. This form is designed for use in routine situations where a mutual NDA is required, such as high-level discussions with potential investors, strategic partners, service providers, or employees who have not yet joined the company and signed the more complete confidential information and invention assignment agreement.

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A mutual nondisclosure agreement is a legal contract between at least two separate parties that outlines the treatment of non-public, confidential and/or proprietary information, material or knowledge that the parties wish to share with one another for business purposes – potential or actual – but also wish to restrict access to or by third parties. An NDA is made mutual when it involves at least two parties, both of whom anticipate disclosing information to one another that each party intends to protect from further disclosure. The NDA is a company’s first line of defense in protecting non-public, confidential, and/or proprietary company information. This information can include customer data, inventions, research, trade secrets, and more, and may include information about the ownership of IP disclosed by all parties. In the event a company discovers illegal disclosure, its first defense is enforcement of or a claim of breach under its NDA. Mutual NDAs are common for businesses that are considering discussions regarding a potential strategic transaction, acquisition, or business relationship with another party. The NDA document contains, among other things, definitions of “confidential information” or “evaluation material” and guidelines for use of such information or material, guidelines on nondisclosure, responsibilities regarding the return of such information or material, instructions regarding communication to the disclosing parties and their representatives, and an acknowledgment that no contract or agreement providing for any transaction or relationship involving the parties shall be deemed to exist unless and until a final written definitive agreement is entered into.