ClauseryMutual NDA
A two-way NDA where both sides share confidential information — partnership talks, M&A, investor pitches, JVs and vendor evaluations.
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A mutual NDA protects information both ways: you share plans, they share theirs, and both keep the other's information secret for evaluating the deal.
Sign before sending decks, financials, customer data or product plans.
What to include#
- Both parties bound. Identical obligations on each side.
- Two-way definition. Covers everything either party discloses.
- Purpose restriction. Use only for evaluating the relationship.
- Non-solicit (optional). Optional 6–12 month employee/customer non-solicit.
- Term and return. 2–3 year term; materials returned/destroyed on request.
How to fill it in#
Step 1: Identify parties
Full legal names; confirm signer authority.
Step 2: State purpose
e.g. "evaluating a strategic partnership".
Step 3: Choose term
2–3 years typical; perpetual for trade secrets.
Step 4: Non-solicit?
Add for deep-access discussions.
Step 5: Sign before sharing
Sign before exchanging sensitive information.
Related templates and guides
Questions
Mutual vs one-way?
Mutual binds both; one-way binds only recipient.
Crime/harassment reporting?
Whistle-blower laws invalidate NDAs silencing those reports.
Investors sign?
Most VCs not at pitch; yes for due diligence.
Talks die?
NDA remains in force for its term.
Mark everything confidential?
Marking helps; courts look at actual secrecy practice.
These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.