What's in This Mutual NDA Template
This mutual NDA template contains all the essential clauses you need to protect confidential information on both sides of a business relationship. It is the same 2-page mutual NDA used by thousands of businesses on ReadyNDA, and it covers the following key provisions:
Definition of Confidential Information. The agreement clearly defines what counts as confidential information, including trade secrets, business plans, financial data, customer lists, technical specifications, and any other proprietary material shared between the parties. A broad but reasonable definition ensures both sides know exactly what is protected.
Mutual Obligations. Unlike a one-way NDA, this template imposes identical obligations on both parties. Each side agrees to hold the other's confidential information in strict confidence, use it only for the agreed-upon purpose, and limit disclosure to employees and advisors who need to know. The symmetry is what makes a mutual NDA fair and easy to sign without lengthy negotiation.
Exclusions from Confidentiality. Not everything qualifies as confidential. The template spells out standard carve-outs: information that is already publicly known, information the receiving party already possessed, information received from a third party without restriction, and information independently developed without reference to the disclosing party's materials. These exclusions are standard in virtually every NDA and prevent the agreement from being unreasonably broad.
Term and Duration. The agreement specifies how long the NDA remains in effect and how long the confidentiality obligations survive after it expires. This gives both parties clear expectations about the timeline of their obligations.
Remedies for Breach. The template acknowledges that a breach of confidentiality can cause irreparable harm and that the injured party may seek injunctive relief in addition to monetary damages. This clause reinforces the seriousness of the agreement.
Governing Law. The agreement specifies which jurisdiction's laws will govern the NDA, providing certainty about how any disputes would be resolved.
For a deeper explanation of the concepts behind this template, read our guide on what a mutual NDA is. You can also browse our full library of NDA templates for other agreement types.
