Mutual Non-Disclosure Agreement

A Mutual NDA (Non Disclosure Agreement) is a legal document used by parties engaged in a business arrangement to mutually forbid the sharing of information defined in the agreement.

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When two parties enter into a business negotiation, they often want to protect the sensitive information shared between them. With a Mutual NDA, both sides agree, under the penalty of law, to refrain from discussing details of what is learned about each other and the business arrangement with external parties.

The Mutual NDA is most commonly used to protect proprietary information that meets the following criteria:

  • The data for which the availability is either limited or unknown to the public.

  • If the owner of the information wants to keep it a secret

  • The information provides the owner with a significant advantage.

What Is a Mutual NDA?

A Mutual NDA is a contract between two parties to refrain from sharing the information identified in the agreement.

Other Names for Mutual NDA

Depending on the context and preferred terminology, a Mutual NDA may also be known as:

  • Confidential Disclosure Agreement (CDA)

  • Confidentiality Agreement (CA)

  • Secrecy Agreement (SA)

  • Proprietary Information Agreement (PIA)

Who Needs a Mutual NDA

If two parties want to protect the sensitive information learned about each other (during a business negotiation, business arrangement, or otherwise), they can enter into a Mutual NDA. By signing the NDA, both parties are forbidden from sharing the specified information in whole or in part.

While mutual NDAs mostly involve business entities, they can also be used by a business and an individual. For example, it is often used between an employer and an employee. The employee is forbidden to disseminate the company information learned due to carrying out his or her employment duties.

Why Use 360 Legal Forms for Your Mutual NDA

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Create your own documents by answering our easy-to-understand questionnaires to get exactly what you need out of your Mutual NDA.

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All you have to do is fill out a simple questionnaire, print, and sign. No printer? No worries. You and other parties can even sign online.

How to Create a Mutual NDA with 360 Legal Forms

The Mutual NDA, when entered into between two parties, is a guarantee that one party will not share any confidential information learned about the other party. This is a crucial document that protects your most valuable information and thus must pass legal muster.

Let 360 Legal Forms help with our extensive library of attorney-vetted legal forms. The process is fast and easy. All you have to do is fill out our easy-to-understand questionnaire. Once complete, simply download your form as a PDF or Word document from your secure online account.

What Information Will I Need to Create My Mutual NDA?

To create your document, please provide:

  • Date: The date when the Mutual NDA becomes effective

  • Name and contact information: Legal names and addresses of both parties in the NDA

  • Confidentiality: The nature of the Mutual NDA or the type of information covered

  • Term: The duration of the NDA

  • State laws: The state’s laws that apply

Mutual NDA Terms

  • Non-Circumvention Covenant: In the context of an NDA, this is an agreement to not circumvent or bypass the other company, especially with the classified information gained.

  • Receiving Party: In the context of an NDA, this is the party receiving sensitive information.

  • Disclosure Party: In the context of an NDA, the party discloses confidential information to the receiving party.

Mutual NDA Signing Requirements

The Mutual NDA needs to be signed by both parties. In the case of business entities, an authorized representative signs the document on its behalf.

What to Do with Your Mutual NDA

After signing, the Mutual NDA becomes effective and legally binding. It does not require filing with any government body. Optionally, the document can be witnessed and notarized to strengthen the validity of the signatures.

Frequently Asked Questions


A mutual non-disclosure agreement is a legally binding document that prohibits the disclosure of sensitive or confidential information that two parties exchange between each other for their mutual benefit. 

If you have ever worked on a joint venture with another party/parties or sought financing as a startup, you may want a mutual NDA to ensure that all the people involved don’t share any sensitive information beyond the privileged parties.


A mutual non-disclosure agreement equally protects both parties listed, while a unilateral non-disclosure agreement only protects the party who is disclosing information. The latter document is often used between a business and employee. 

A mutual non-disclosure agreement is fairly straightforward and requires:

  • Party Details: Provide the name and identity of the signing representative for all parties involved.

  • Effective Date: Include the date your non-disclosure agreement will begin to take effect, 

  • Term: You will need to choose how long the agreement will last.  and the time frame that it will last. You can either choose to keep the disclosed information confidential perpetually or for a specific period of time. Although an indefinite term provides the highest level of protection for the parties, such a covenant to not disclose the information in perpetuity may interfere with the business interests of each party.

  • Reason for Non-Disclosure: Select the purpose the non-disclosure agreement is being entered into by the parties.

  • Non-Circumvention Clause: You may choose to include a non-circumvention covenant in the agreement. A non-circumvention covenant is a promise between the parties that they will not use the disclosed confidential information to interfere with the existing third-party business relationships of the other party.

    • If the term of the agreement is indefinite, the non-circumvention clause will also last indefinitely. If the term of the agreement is for a set length of time, the non-circumvention clause is worded to extend for a year beyond the termination of the rest of the agreement.


Our propriety form generator will assist you in creating your customized Mutual Non-Disclosure Agreement within minutes. Answering the questions is not complicated – you only need to know the basics of the deal and the information of the other party involved.

Once you complete the questionnaire and place your order, it will be available for immediate download in either PDF or Word document from your secure online account. 

Generally, a mutual non-disclosure agreement does not need to be notarized – you only need to sign the document to make it legally enforceable. A witness may be helpful if the other party contests the agreement, but a notary is not necessary 


Please Note: The use of a notary ensures that no one challenges any signatures later and is a secure way to firmly establish the effectiveness of your document.


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Applicable to all 50 states
Applicable to all 50 states

Our documents are vetted by lawyers and are applicable to all 50 states.