A mutual non disclosure agreement binds both parties to keep what the other discloses confidential, and it is the right shape for most small-business conversations that lead somewhere: a partnership discussion, a joint pitch, a supplier who will see your forecasts while you see their costs. The one-way NDA that most templates offer protects only the discloser, which is fine for a contractor seeing your code and wrong for a negotiation. This page walks what a non disclosure agreement sample should show clause by clause in its mutual form, the definition and the exclusions that decide what the agreement actually covers, and the dates that make it enforceable, with the NDA guide on this site for the one-way version.
The definition and the exclusions
Confidential information is defined either as what is marked confidential or as anything disclosed in connection with the purpose, and a mutual agreement usually takes the second because neither side will remember to mark everything. The exclusions are the standard four: what was already public, what the receiver already knew, what it received lawfully from someone else, and what it developed independently. A sample that lacks the exclusions is one that a court may read narrowly; a sample that lacks the purpose clause is one that covers nothing in particular.
Obligations, permitted use and the people who see it
Each party may use the other's information only for the stated purpose, must protect it as it protects its own, may share it only with the people who need it and are bound in the same way, and must return or destroy it on request or at the end. A mutual agreement adds a clause both sides forget: that neither is obliged to enter any further agreement, so the NDA cannot be read as a deal to deal.
The dates, and keeping it with the deal
The agreement runs for a term, often the length of the discussion or relationship, and the obligations survive for a stated period after it, counted from the end date; trade secrets are often protected for as long as they stay secret. Those dates belong with the agreement the NDA leads to. Termslane Pro keeps the mutual NDA against the counterparty beside the partnership or services agreement that followed, with the survival date on the record, so the question of what either side may say is a reading rather than a search.
Questions people ask about mutual non disclosure agreement
When should I use a mutual NDA instead of a one-way one?
Whenever both parties will disclose something worth protecting: partnership talks, a joint pitch, a supplier negotiation. A one-way NDA is right when only one side discloses, such as a contractor seeing your code.
What should a non disclosure agreement sample include?
The parties and purpose, the definition of confidential information with the four exclusions, permitted use, who may see it, protection and return, the term and the survival period, and a clause that no further deal is implied.
How long do NDA obligations last?
For the term of the agreement plus a survival period counted from its end, stated in years, with trade secrets often protected for as long as they remain secret. This site publishes no standard period.