Mutual NDA
Non-disclosure agreement
Business templates
Free NDA template, built with AI
A simple, two-page mutual non-disclosure agreement template written in plain English, with every key clause and signature blocks for both parties. Download the PDF and fill in the blanks.
↓ Download free PDFPlease note: this NDA template is for general information only and isn’t legal advice. Laws differ by state and country, so have a qualified lawyer review your agreement before you sign it.
In this guide: What is an NDA · Mutual vs one-way · When to use one · Key clauses · How to fill it in · FAQ
What is an NDA?
An NDA, or non-disclosure agreement, is a legal contract in which one or both parties agree to keep certain information confidential. It’s sometimes called a confidentiality agreement. Businesses use NDAs to protect ideas, plans, customer data and trade secrets when sharing them with potential partners, investors, freelancers or employees.
A clear NDA template saves time and legal fees on routine agreements. This one covers the clauses most small businesses need, in language both sides can actually understand.
Mutual vs one-way NDA
A mutual NDA protects both parties, because both will be sharing confidential information, for example two companies exploring a partnership. A one-way (unilateral) NDA protects only one party, for example when you share your business plan with a freelancer or potential investor. This template is a mutual NDA; to make it one-way, name one party as the “Disclosing Party” and the other as the “Receiving Party” throughout.
When to use an NDA
- Discussing a partnership, joint venture or merger with another company.
- Pitching a product idea to a manufacturer or developer.
- Hiring freelancers, contractors or agencies who’ll see internal information.
- Sharing financials with potential investors or buyers.
Key clauses in an NDA
Definition of confidential information
Describes what’s protected, such as business plans, customer lists, pricing and designs. Make it broad enough to cover what you’ll share, but specific enough to be enforceable.
Exclusions
Lists what isn’t confidential, such as public information or things the other party already knew. Courts expect to see these.
Obligations of the receiving party
What the other side must and mustn’t do: use the information only for the agreed purpose and share it only with people who need to know.
Term
How long the agreement and the confidentiality obligations last. Two to five years is common; trade secrets may be protected for longer.
Return or destruction of information
What happens to the information when the relationship ends.
Governing law
Which state or country’s laws apply if there’s a dispute.
Protect your ideas
A plain-English mutual NDA, ready to fill in.
How to fill in this NDA template
- Add the date and both parties’ legal names and addresses.
- Describe the purpose, such as “evaluating a joint software project”.
- Set the term and confidentiality period in section 6.
- Add the governing state or country in section 7.
- Have a lawyer review it, then both parties sign and keep a copy.
NDA questions
What is an NDA?
A non-disclosure agreement is a contract in which one or both parties agree to keep shared information confidential and use it only for an agreed purpose.
What’s the difference between a mutual and a one-way NDA?
A mutual NDA protects information shared by both parties. A one-way NDA protects information shared by only one party.
How long does an NDA last?
Most NDAs last between two and five years, but the term is whatever the parties agree. Trade secrets are often protected for as long as they stay secret.
Is this NDA template free?
Yes. Download the PDF with no signup, no watermark and no paywall.
Do I need a lawyer for an NDA?
For simple, low-risk situations many businesses use a template, but it’s always safest to have a lawyer review it, especially for high-value information.
