Skip to content
econtracts.ai
Sign inStart free

Confidentiality and IP

NDA template

Mutual non-disclosure agreement: A mutual NDA (non-disclosure agreement) is a contract in which two parties agree to keep each other’s confidential information private and use it only for an agreed purpose, such as evaluating a deal.

Last reviewed 6 November 2026 · 7 clauses · General guidance, not legal advice

Fill in the terms and send it for e-signature in minutes.

Use this template free

When to use a mutual non-disclosure agreement

  • Exploring a partnership, investment or acquisition
  • Sharing product plans, pricing or code with a prospective vendor
  • Starting a pilot before the main contract is signed

NDA template: clause-by-clause outline

Sample starting wording for each clause. Replace the text in [brackets] with your details.

  1. Purpose

    Each party may disclose Confidential Information solely so the parties can evaluate [the proposed business relationship] (the “Purpose”).

  2. Confidential information

    “Confidential Information” means non-public information disclosed by either party, in any form, that is marked confidential or would reasonably be understood to be confidential.

  3. Exclusions

    Information is not confidential if it is public through no fault of the recipient, was already known to it, is independently developed, or is lawfully received from a third party.

  4. Obligations

    The recipient will use Confidential Information only for the Purpose and protect it with at least reasonable care, sharing it only with people who need to know.

  5. Term

    These obligations last for [2] years from the date of this Agreement.

  6. Return or destruction

    On request, the recipient will return or destroy the discloser’s Confidential Information, except copies kept to comply with law.

  7. Governing law

    This Agreement is governed by the laws of [jurisdiction].

What to check before you sign

  • Is it mutual, or does only one side carry obligations?
  • Is the term long enough for how long the information stays sensitive?
  • Are compelled-disclosure (court order) carve-outs included?
  • Does it avoid hidden non-compete or non-solicit terms?

How to send a mutual non-disclosure agreement for e-signature

  1. Start from the built-in template. Fill in the parties and terms; the contract and its plain-language review write themselves.
  2. Check it against your playbook. Points outside your positions are flagged, and approval rules route it to Legal when needed.
  3. Send it by email. Signers get a plain-language review and a secure link, sign on any device in the order you set, and can suggest changes as tracked changes.
  4. Keep the signed PDF. Everyone receives it with a certificate of completion, and key dates go to Upcoming with reminders.

NDA template: frequently asked questions

How long should an NDA last?

Two to five years is common for commercial information. Trade secrets are often protected for as long as they remain secret.

Is a mutual NDA better than a one-way NDA?

Use a mutual NDA when both sides will share sensitive information. If only one side discloses, a one-way NDA is simpler and fairer.

Is an electronically signed mutual non-disclosure agreement legally binding?

In most countries, yes. E-signatures are recognised for commercial contracts under laws such as the ESIGN Act (US), eIDAS (EU), the Electronic Communications Act (UK) and the Information Technology Act (India). econtracts.ai adds a certificate of completion with each signer’s identity check and a fingerprint of the signed content.

Can I get a mutual non-disclosure agreement I received reviewed?

Yes. Upload it to econtracts.ai and you get a plain-language review: key dates, money and points to check, each quoting the clause it comes from.

Related contract templates

One-way NDA templateOne-way (unilateral) NDAConfidentiality agreement templateConfidentiality agreementMemorandum of understanding templateMemorandum of understanding (MOU)

This outline is a starting point for discussion, not legal advice, and it is not a complete contract. Laws differ by country and sector; have a qualified lawyer review contracts that matter.