Mutual Nondisclosure Agreement Template

What’s Included

The Mutual Nondisclosure Agreement protects confidential business information disclosed by either party during business discussions. The agreement identifies both parties and specifies the purpose of the disclosure, such as merger discussions or business partnership evaluation. Definition of confidential information specifies what information is protected.

Obligations section specifies that the receiving party must keep information confidential and not disclose it to third parties without consent. Exclusions identify information not protected, such as information that is publicly available or independently developed. Permitted uses specify only how the receiving party can use disclosed information, typically only to evaluate the business opportunity.

Return of information specifies that upon request, the receiving party must return or destroy confidential information. Term section specifies how long the confidentiality obligations continue after the disclosure. Remedies section specifies that breaches cause irreparable harm and injunctive relief is available. The agreement specifies no license to confidential intellectual property is granted.

Who This Template Is For

Businesses considering mergers or acquisitions use mutual NDAs before disclosing financial information. Entrepreneurs seeking investment use NDAs when pitching to investors. Companies negotiating partnerships use NDAs before sharing business strategies. Consultants use NDAs when discussing client business information. Investors use NDAs when evaluating investment opportunities.

Lawyers use NDAs when communicating with opposing counsel. Technology companies use NDAs when discussing potential technology partnerships. Service providers use NDAs protecting client information. Professionals discussing potential engagements use NDAs. Joint venture partners use mutual NDAs.

How to Use

Identify both parties clearly. Specify the purpose of the information disclosure. Define confidential information clearly enough to be enforceable. Specify that information must be kept confidential and not disclosed to third parties. Address permitted uses of the information.

Specify exclusions from protection for publicly available or independently developed information. Specify the period of confidentiality, often three to five years. Address what happens to information upon termination. Specify that breaches cause irreparable harm and injunctive relief is available. Specify governing law and dispute resolution.

Have both parties sign and date the agreement.

Customize with GenText

GenText helps you define confidential information clearly and specifically. The AI can assist with establishing appropriate confidentiality periods. Use GenText to craft permitted uses that protect your interests. GenText can review your NDA for enforceability and completeness.