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Free Mutual Non-Disclosure Agreement (NDA) Template

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All states | 3 types
Updated Aug 19, 2026
~ 4 pages
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A mutual NDA is a customizable agreement in which two parties agree to protect confidential information they disclose to each other during negotiations, transactions, or business collaborations.
Mutual Non-Disclosure Agreement (NDA) Page 1
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Written by Megan Thompson, LLB - Reviewed by Kate Adkham, LLB

What Is a Mutual NDA?

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A mutual non-disclosure agreement (mutual NDA or MNDA) is a contract in which both parties may disclose and receive confidential information, and each agrees to protect the information received from the other. Unlike a unilateral NDA, where confidentiality obligations generally apply to only one receiving party, a mutual NDA creates confidentiality duties for both sides.

Businesses often use mutual NDAs before exchanging proprietary information during partnerships, joint ventures, mergers and acquisitions, vendor or technology collaborations, and other negotiations. The agreement can cover business plans, financial information, customer data, technical specifications, source code, product plans, research, and other sensitive information.

A mutual NDA can also support the protection of trade secrets by documenting confidentiality obligations and restrictions on use. However, an NDA does not automatically make all information covered by the agreement a trade secret. Trade-secret protection depends on applicable federal or state law and generally requires the information to have value from remaining secret and to be subject to reasonable measures to preserve its secrecy.

Key Components of a Mutual NDA

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A mutual non-disclosure agreement template should clearly establish what each party may disclose, how the information can be used, and how both sides must protect it. Key components include:

  • Parties: Identify the individuals or businesses entering the agreement by their full legal names and addresses.
  • Purpose: Explain why the parties are exchanging information, such as evaluating a partnership, negotiating a transaction, conducting due diligence, or working on a joint project.
  • Definition of confidential information: Describe the types of business, technical, financial, commercial, or other proprietary information covered by the agreement.
  • Confidentiality obligations: State how each receiving party must protect confidential information, restrict its use to the agreed purpose, and prevent unauthorized disclosure.
  • Exclusions: Identify information that is not protected, such as information already publicly available, previously known to the receiving party, independently developed, or lawfully obtained from another source.
  • Third-party access: Explain whether employees, contractors, attorneys, accountants, advisors, affiliates, or other representatives may receive the information and under what confidentiality restrictions.
  • Term and survival: State how long the agreement remains effective and how long confidentiality obligations continue after the agreement or business relationship ends.
  • Remedies: Explain the remedies that may be available after a breach, such as damages or injunctive relief, subject to the agreement and applicable law.
  • Governing law and jurisdiction: Identify which state’s law governs the agreement and where disputes may be resolved.
  • Signatures: Include signature and date fields for both parties or their authorized representatives.

What Is the Difference Between a Mutual and Unilateral NDA?

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The main difference is who is expected to disclose confidential information.

A mutual NDA is appropriate when both parties expect to share sensitive information and both need confidentiality protection. A unilateral NDA, sometimes called a one-way NDA, generally fits situations where only one party is primarily disclosing confidential information and the other party is responsible for protecting it.

For example, two companies considering a joint venture may use a mutual NDA because each expects to exchange financial, technical, and operational information. A company sharing proprietary information with a contractor without receiving comparable confidential information in return may instead use a unilateral NDA.

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