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Non-Disclosure Agreement

(Mutual NDA)

This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into by the parties below, each of which may disclose and receive Confidential Information.

Party A Details

Name
Address

Party B Details

Name
Address

Effective Date		Confidentiality Period
Purpose
Governing State

Terms

1. Confidential Information

“Confidential Information” means non-public business, technical, financial or other information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential.

2. Exclusions

Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient receives from a third party without a duty of confidentiality; or (d) the Recipient develops independently.

3. Obligations

The Recipient will use Confidential Information only for the Purpose, will protect it with at least reasonable care, and will share it only with its employees and advisors who need to know it for the Purpose and are bound by similar obligations.

4. Required Disclosure

The Recipient may disclose Confidential Information if required by law or court order, after giving the Discloser prompt notice (where legally allowed) so it can seek protection.

5. Return or Destruction

On request, the Recipient will promptly return or destroy the Discloser’s Confidential Information.

6. Term

The obligations in this Agreement last for the Confidentiality Period stated above; trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

7. No License; No Obligation

No license or other rights are granted except as stated here. Neither party is required to enter into any further agreement or transaction.

8. Remedies

Unauthorized disclosure may cause irreparable harm, so the Discloser may seek injunctive relief in addition to any other remedies available by law.

9. Whistleblower Notice

Under 18 U.S.C. § 1833(b), an individual will not be held liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit.

10. General

This Agreement is the entire agreement on this subject, may be amended only in writing signed by both parties, and is governed by the laws of the state stated above.

By signing below, the parties agree to the terms of this Agreement.

Party A

Signature
Printed Name
Title
Date

Party B

Signature
Printed Name
Title
Date

※ This template is provided for general information only and is not legal advice. Laws vary by state; consider having an attorney review it before signing.

How to fill out a Non-Disclosure Agreement

Non-Disclosure Agreement template preview — Free Non-Disclosure Agreement template

A non-disclosure agreement (NDA) is a contract in which parties agree to keep certain information confidential and use it only for a stated purpose. In a mutual NDA, both parties share information and both are bound by the same confidentiality obligations.

How to fill it out

Enter both parties' full legal names (including entity type, such as LLC or Inc.) and addresses.
Fill in the effective date and how long the information must be kept confidential.
Describe the purpose for sharing information, such as evaluating a possible partnership.
Enter the state whose law will govern the agreement.
Review the terms, then have an authorized person for each party sign with their printed name and title.

Tips

Keep the purpose specific — it limits how the other side may use your information.
Mark confidential documents "Confidential" when you share them, even though the definition also covers information that is reasonably understood to be confidential.
Use a one-way NDA instead if only one side is sharing information.
Check that the person signing has authority to bind the company.

Non-Disclosure Agreement example

Party A Details

Name: Acme Supply Co., an Illinois corporation
Address: 123 Main St, Springfield, IL 62701

Party B Details

Name: Brightline Logistics LLC
Address: 900 Lake Shore Dr, Chicago, IL 60611

Confidentiality Period: 3 years after disclosure
Purpose: Evaluating a possible warehousing and distribution partnership
Governing State: Illinois

Party A

Printed Name: Jane Smith
Title: President
Date: October 13, 2026

Party B

Printed Name: Daniel Brooks
Title: Managing Member
Date: October 13, 2026

All names, companies and contact details are fictional. Click “Fill sample” above to put this example into the empty fields; click again to remove the parts you did not change.

FAQ

What is the difference between a mutual and a one-way NDA?

In a one-way (unilateral) NDA, only one party discloses information and only the other party is bound. In a mutual NDA, both sides share and both are bound by the same terms.

How long does an NDA last?

It depends on the agreement. Two to five years is common for business information, while trade secrets are often protected for as long as they remain trade secrets.

Why does the NDA include a whistleblower notice?

The federal Defend Trade Secrets Act protects individuals who report suspected violations of law to the government or an attorney, and employers must give notice of this immunity in agreements with employees and contractors to recover certain damages. Including it is good practice.

Related templates

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