AgentContract
Mutual NDA

Standard Mutual NDA

Balanced two-way confidentiality agreement for partnerships, vendor evaluations, diligence, and collaborations where both parties may disclose confidential information.

Template only, not legal advice. The preview uses sample values. Replace variables, confirm governing law, and review with counsel before sending.

Mutual Non-Disclosure Agreement

USING THIS MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "MNDA") consists of: (1) this Cover Page (the "Cover Page") and (2) the Common Paper Mutual NDA Standard Terms Version 1.0 adapted below (the "Standard Terms"). Any modifications to the Standard Terms should be listed on this Cover Page, which controls over conflicts with the Standard Terms.

Parties

PARTY 1 PARTY 2
Legal Name Acme, Inc. Recipient Company, LLC
Address 123 Market Street, San Francisco, CA 94105 456 Main Street, New York, NY 10001
Notice Address legal@example.com notices@example.com

Purpose

evaluating a potential business relationship between the parties

Effective Date

2026-05-06

MNDA Term

1 year from the Effective Date

Term of Confidentiality

3 years from the Effective Date, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law

Governing Law & Jurisdiction

Governing Law: Delaware

Jurisdiction: state and federal courts located in Delaware

MNDA Modifications

None

By signing this Cover Page, each party agrees to enter into this MNDA as of the Effective Date.

PARTY 1 PARTY 2
Signature Captured by AgentContract sender signature Captured by AgentContract recipient signature
Print Name Captured by AgentContract sender full legal name Captured by AgentContract recipient full legal name
Title Captured by AgentContract sender title Captured by AgentContract recipient title
Company Acme, Inc. Recipient Company, LLC
Notice Address legal@example.com notices@example.com
Date Captured by AgentContract sender signature date Captured by AgentContract recipient signature date

Common Paper Mutual Non-Disclosure Agreement Version 1.0 is free to use under CC BY 4.0. This template adapts the Common Paper Mutual NDA format for AgentContract two-party signing.

Standard Terms

  1. Introduction. This MNDA allows each party (as a "Disclosing Party") to disclose or make available information in connection with the Purpose that is identified as confidential or proprietary, or that should reasonably be understood as confidential or proprietary due to its nature or the circumstances of disclosure ("Confidential Information"). Each party is also a "Receiving Party" when it receives Confidential Information from the other party. Confidential Information includes the existence and status of the parties' discussions and information included on the Cover Page. Capitalized terms have the meanings given in these Standard Terms or on the Cover Page.

  2. Use and Protection of Confidential Information. The Receiving Party may use Confidential Information only for the Purpose. The Receiving Party may not disclose Confidential Information to third parties without the Disclosing Party's prior written approval, except to employees, agents, advisors, contractors, and other representatives who have a reasonable need to know for the Purpose and are bound by confidentiality obligations at least as protective as this MNDA. The Receiving Party remains responsible for those representatives' compliance. The Receiving Party must protect Confidential Information using at least the same protections it uses for its own similar information, and no less than a reasonable standard of care.

  3. Exceptions. The Receiving Party's obligations do not apply to information the Receiving Party can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known or possessed by the Receiving Party before receipt from the Disclosing Party without confidentiality restrictions; (c) was rightfully obtained from a third party without confidentiality restrictions; or (d) was independently developed without using or referencing Confidential Information.

  4. Disclosures Required by Law. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, regulatory authority, subpoena, or court order if, to the extent legally permitted, it gives the Disclosing Party reasonable advance notice and reasonably cooperates, at the Disclosing Party's expense, with efforts to obtain confidential treatment.

  5. Term and Termination. This MNDA begins on the Effective Date and continues for the MNDA Term. Either party may terminate this MNDA for any or no reason upon written notice to the other party. The Receiving Party's obligations relating to Confidential Information survive expiration or termination for the Term of Confidentiality.

  6. Return or Destruction of Confidential Information. Upon expiration or termination of this MNDA, or earlier written request by the Disclosing Party, the Receiving Party must stop using Confidential Information and promptly destroy or return Confidential Information in its possession or control. If requested, the Receiving Party must confirm compliance in writing. The Receiving Party may retain Confidential Information as required by law or under standard backup or record-retention policies, but this MNDA continues to apply to retained Confidential Information.

  7. Proprietary Rights. The Disclosing Party retains all intellectual property and other rights in its Confidential Information. Disclosure of Confidential Information grants no license or other rights except as expressly stated in this MNDA.

  8. Disclaimer. All Confidential Information is provided "as is," with all faults and without warranties, including implied warranties of title, merchantability, and fitness for a particular purpose.

  9. Governing Law and Jurisdiction. This MNDA and all related matters are governed by the laws of Delaware, without regard to conflict-of-laws rules. Any legal suit, action, or proceeding relating to this MNDA must be brought in state and federal courts located in Delaware, and each party submits to that jurisdiction.

  10. Equitable Relief. A breach of this MNDA may cause irreparable harm for which monetary damages are an insufficient remedy. Upon breach, the Disclosing Party may seek appropriate equitable relief, including an injunction, in addition to any other remedies.

  11. General. Neither party is obligated to disclose Confidential Information or proceed with any proposed transaction. Neither party may assign this MNDA without the prior written consent of the other party, except in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all assets or voting securities. Any prohibited assignment is void. This MNDA binds and benefits the parties and their permitted successors and assigns. Waivers must be signed by the waiving party's authorized representative and cannot be implied from conduct. If any provision is held unenforceable, it will be limited to the minimum extent necessary so the rest of the MNDA remains effective. This MNDA, including the Cover Page, is the entire agreement between the parties about its subject matter and supersedes all prior and contemporaneous understandings. This MNDA may be amended, modified, waived, or supplemented only by a writing signed by both parties. Notices, requests, and approvals must be sent in writing to the notice addresses on the Cover Page and are deemed delivered on receipt. This MNDA may be executed in counterparts, including electronic copies, each of which is deemed an original and all of which together form one agreement.