🤝 Mutual Non-Disclosure Agreement Template — Free Template

A mutual (two-way) non-disclosure agreement where both parties exchange and protect confidential information. Use for partnership discussions, M&A diligence, vendor evaluations, and joint development talks.

Who needs this

Any two businesses about to share sensitive information with each other — acquisition talks, technology partnerships, vendor evaluations, joint product development.

What it covers

• Two-way confidentiality obligation
• Definition & exclusions of Confidential Information
• Permitted use & need-to-know disclosure
• Return or destruction of materials
• Agreement term & confidentiality survival
• Injunctive relief
• Residual knowledge clause

Template clauses

1. Purpose

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the Effective Date between Party A and Party B (each a "Party" and collectively the "Parties") to facilitate discussions regarding {{purpose}} (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain non-public information.

2. Confidential Information

"Confidential Information" means the following non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether disclosed orally, in writing, electronically, or by inspection of tangible objects: {{confidential_info}}. Information may also be confidential when a reasonable person would understand it to be confidential given its nature or the circumstances of disclosure.

3. Exclusions

Confidential Information does NOT include information that the Receiving Party can demonstrate: (a) was in its possession without confidentiality obligation prior to disclosure; (b) is or becomes publicly known through no fault of the Receiving Party; (c) was independently developed without reference to the Disclosing Party's Confidential Information; or (d) was rightfully received from a third party without confidentiality obligation.

4. Obligations

The Receiving Party shall (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable degree of care; and (c) limit access to Confidential Information to the following permitted recipients who have a legitimate need to know and are bound by confidentiality obligations appropriate to their access: {{permitted_recipients}}. The Receiving Party shall be responsible for any breach by such persons.

5. Compelled Disclosure

If the Receiving Party is legally compelled (by subpoena, court order, or other legal process) to disclose Confidential Information, it shall, where legally permitted, give the Disclosing Party prompt written notice so that the Disclosing Party may seek a protective order. The Receiving Party shall disclose only the portion of Confidential Information legally required to be disclosed.

6. Return or Destruction

Upon the Disclosing Party's written request or upon termination of discussions, the Receiving Party shall within {{return_destruction_days}} days return or destroy all Confidential Information in its possession, and upon request certify in writing such return or destruction. The Receiving Party may retain one copy in its legal files solely for compliance purposes and may retain electronic copies created pursuant to routine backup procedures, in each case subject to the continuing obligations of this Agreement.

7. No License; No Obligation

All Confidential Information remains the property of the Disclosing Party. No license, right, or interest in any trademark, patent, copyright, trade secret, or other intellectual property is granted by this Agreement, except the limited right to use Confidential Information for the Purpose. Nothing in this Agreement obligates either Party to enter into any further business relationship.

8. No Warranty

CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY OR COMPLETENESS OF CONFIDENTIAL INFORMATION.

9. Term

This Agreement commences on the Effective Date and continues for {{agreement_term_years}} years, unless earlier terminated by either Party upon {{termination_notice_days}} days' written notice. The confidentiality obligations in Sections 4–6 shall survive termination for {{confidentiality_survival_years}} years, and obligations concerning information that qualifies as a trade secret continue for so long as that information remains protected as a trade secret under applicable law.

10. Injunctive Relief

The Parties acknowledge that any breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. In addition to any other available remedies, the non-breaching Party shall be entitled to seek injunctive relief without the requirement of posting a bond.

11. Governing Law & Disputes

This Agreement shall be governed by the laws of {{governing_law}}, without regard to its conflict-of-laws principles. {{#when dispute_method=court}}The Parties consent to the jurisdiction of the courts located in {{dispute_forum}} for disputes arising under this Agreement.{{/when}}{{#when dispute_method=arbitration}}Disputes arising under this Agreement shall be resolved by binding arbitration in {{dispute_forum}}.{{/when}} Either Party may seek temporary injunctive relief in a court of competent jurisdiction where necessary to protect Confidential Information while the dispute is pending.

12. Miscellaneous

This Agreement constitutes the entire agreement between the Parties regarding confidentiality of information shared for the Purpose and supersedes all prior agreements on the same subject matter. Any amendment must be in writing and signed by both Parties. If any provision is held unenforceable, the remaining provisions shall continue in full force. This Agreement may be executed in counterparts, including by electronic signature.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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