Free template · Business

Mutual NDA template

Short answer

A mutual NDA is a confidentiality agreement where both parties share sensitive information and both promise to keep it secret and use it only for an agreed purpose. This template is free to fill in and download as a PDF, and you can send it for e-signature in Sign PDF with each party's boxes placed for you.

Updated 25 October 2026

What's in this mutual nda

The full text. Words in brackets are filled in from the form above.

1. Parties. This mutual non-disclosure agreement is made on [Date of agreement] between [Party A name] of [Party A address] (Party A) and [Party B name] of [Party B address] (Party B). Each party may disclose and receive confidential information, so each acts as the Discloser or the Recipient as the context requires.
2. Purpose. The parties wish to share information for the following purpose only: [Purpose] (the Purpose).
3. Confidential information. Confidential information means any information disclosed by one party to the other in connection with the Purpose, in any form, whether marked confidential or not, including business plans, prices, customer and supplier details, designs, software, know-how and the fact that the parties are in discussions.
4. Exclusions. Information is not confidential information if the Recipient can show it is or becomes public other than through a breach of this agreement, was lawfully known to the Recipient before disclosure, is independently developed by the Recipient without use of the Discloser's information, or is received lawfully from a third party who is free to disclose it.
5. Obligations. The Recipient will keep the Discloser's confidential information secret, use it only for the Purpose, protect it with at least the care it uses for its own confidential information and no less than reasonable care, and not copy it except as needed for the Purpose.
6. Permitted disclosure. The Recipient may disclose confidential information to its employees, officers and professional advisers who need to know it for the Purpose, provided they are bound by duties of confidence no less strict than these. The Recipient may also disclose it where required by law, a court or a regulator, and will give the Discloser prompt notice where the law allows.
7. Return or destruction. On written request, the Recipient will promptly return or destroy the Discloser's confidential information and confirm in writing that it has done so, except for copies held in routine electronic backups or required to be kept by law, which remain subject to this agreement.
8. No licence and no warranty. All confidential information remains the property of the Discloser. Nothing in this agreement grants any licence or right in it. Information is provided as is, and the Discloser gives no warranty as to its accuracy or completeness.
9. No obligation to proceed. This agreement does not oblige either party to enter into any further agreement or transaction. Either party may end discussions at any time by written notice.
10. Term. The duties in this agreement last for [Confidentiality period in years] years from the date of this agreement, except that any trade secret remains protected for as long as it remains a trade secret.
11. Remedies. Each party accepts that damages alone may not be an adequate remedy for a breach of this agreement, and that the other party may seek an injunction or other equitable relief in addition to any other remedy.
12. Governing law. This agreement is governed by the laws of [Governing law], and the courts of that place have jurisdiction over any dispute arising from it.
13. Entire agreement. This is the entire agreement between the parties about its subject and replaces any earlier understanding. Any change must be in writing and signed by both parties. It may be signed electronically and in counterparts.
Signed by: the Party A, the Party B, each with a signature, printed name and date.

When to use a mutual NDA

Use a mutual NDA when information will flow both ways: two companies exploring a partnership, a joint bid, a supplier and buyer sharing pricing and plans, or a possible acquisition where each side opens its books. Because the obligations are the same for both parties, it reads as balanced and tends to be signed faster than a one-way version.

If only you are handing information over, for example to a contractor or a manufacturer quoting on your design, a one-way NDA is the better fit and gives the other side nothing to negotiate about.

What the key clauses do

Most disputes over NDAs turn on a handful of clauses. This template keeps each one short and plain.

Purpose: the single thing each party may use the other's information for. Keep it specific, such as 'evaluating a possible distribution agreement'.
Confidential information: anything disclosed for the purpose, in any form, including oral disclosures and anything a reasonable person would see as confidential.
Exclusions: information that is already public, already known, independently developed or received lawfully from someone else.
Permitted disclosure: staff and advisers who need to know, and disclosures a court or regulator requires.
Return or destruction: on request, with a carve-out for routine backups.
Term: how long the duty lasts. Two to five years is common; trade secrets stay protected while they remain secret.

How to adapt it

Change the purpose and the term to fit the deal, and use the full legal name of each company rather than a trading name. If you want extras such as non-solicitation of staff or non-circumvention of contacts, add them as separate clauses; they are not standard and often get pushed back.

The governing law box sets which country's law applies. This template is a starting point, not legal advice. If the information is valuable, or the NDA sits inside an employment relationship where whistleblowing and other protections apply, have a lawyer check it against that law.

Getting the mutual NDA signed

Fill in the boxes above and download the mutual NDA as a PDF, free and with no account. To get it signed, send it from Sign PDF: the signature, name and date boxes for Party A and Party B are already placed and labelled, so you only add each signer's email.

Each signer opens an email link, confirms a six-digit code sent to their inbox and signs in the browser on a phone or laptop, with no app and no account. When the last person signs, the boxes are written into the PDF, a certificate of completion is added at the end, and the file is sealed with a digital signature and a timestamp so any later change shows.

Order rarely matters for an NDA, so most senders let both parties sign at once. The Full plan at $10 a month lets you save it as a template for the next deal.

Questions people ask

Is this mutual NDA template free?

Yes. You can fill it in and download the PDF free. Sending it for e-signature uses a Sign PDF plan, from $5 a month.

What is the difference between a mutual and a one-way NDA?

In a mutual NDA both parties disclose and both are bound. In a one-way NDA only the recipient is bound, which suits cases where only one side shares anything sensitive.

Does an NDA need a witness?

No. An NDA is an ordinary contract and in most countries needs no witness or notary. It can be signed electronically.

How long should a mutual NDA last?

Two to five years covers most business information. Pick a period that matches how long the information stays valuable; trade secrets are protected for as long as they remain secret.

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