Non-Disclosure Agreement – mutual

What is a mutual non-disclosure agreement and when should you use it?

A non-disclosure agreement (or NDA) is a legally binding document to stop business’ sensitive, confidential information and data from being shared amongst people who aren’t authorised to have access to it.

You’ll often hear it called a ‘confidentiality agreement’ as well.

If you want to share confidential information with someone else outside your business, a non-disclosure agreement (or NDA) is a good way to ensure that the person you share the information with fully understands how important it is to you.

This template is a standard mutual non-disclosure agreement where both parties will be disclosing confidential information to each other.

It need not be the same type of information that is being disclosed, as long as both parties are disclosing information that they consider to be confidential to them.

Why should I use this document?

A good NDA will set out clearly what a party can and cannot do with what you tell them and crucially, it requires them to contractually agree that they will protect the confidentiality of that information.

Confidential information is anything that a member of the public wouldn’t know or be able easily to find out.

Your trade secrets, strategic plans, customer lists, product recipes and technical know-how would all fall into this definition.

You may also be asked to agree to keep confidential relevant information that you learn during these discussions.

This document covers that situation too.

If you prefer or require a one-way NDA, where only you are disclosing the confidential information, our one-way NDA would be a better choice for you.

If you’re disclosing information that merits a non-disclosure agreement, this means you’re sharing trade secrets.

In such case always ensure that the terms of your agreement contain a robust definition of what you consider to be confidential information.

And try not to disclose anything valuable – with or without a non-disclosure agreement – unless you’ve put the right protections in place around your intellectual property.

For more details on this visit our Intellectual Property hub 

To learn more about NDAs check out our guide on non-disclosure agreements