Mutual Non-Disclosure Agreement (NDA) Template

A mutual NDA (bilateral or two-way NDA) is a contract in which both parties agree to protect each other's confidential information — each side is simultaneously a discloser and a receiver, with identical rights and duties. The reciprocal promises are themselves the consideration that makes it binding (Restatement (Second) of Contracts §71). Beyond the contract, it does statutory work: sharing trade secrets under an NDA satisfies the "reasonable measures" requirement that keeps them protected under federal and state trade-secret law (18 U.S.C. §1839(3)(A); UTSA §1(4)(ii)).

Whenever information flows both ways: partnership and joint-venture talks, M&A due diligence, vendor and technology evaluations, licensing negotiations, brand–creator collaborations. If only one side discloses — an employer to an employee, for example — a unilateral NDA is the better fit. A practical signal: if the other side sent you their one-way NDA but you'll be sharing sensitive material too, counter with a mutual NDA — it's balanced by design, so nobody has to negotiate for fairness.

Federal law (18 U.S.C. §1833(b)) immunizes individuals who disclose trade secrets confidentially to the government or an attorney to report suspected law-breaking, and requires that notice of this immunity appear in any agreement governing an individual's use of confidential information — "individual" broadly including contractors and consultants (§1833(b)(4)). If the notice is missing, the company loses exemplary (double) damages and attorney's fees in a federal Defend Trade Secrets Act case against that individual (§1833(b)(3)(C)). Between two business entities the notice isn't required, so this form includes it exactly when it should: automatically when either party is an individual, and by default when employees or advisors will receive information.

Yes — it's built for that case. Sponsorship deals are genuinely two-way: the brand shares unreleased products, launch dates, and campaign strategy; the creator shares audience analytics, rates, and content plans. Choose "Brand / Creator Collaboration" as the relationship context. Because an individual creator is an "individual performing work as a contractor" under 18 U.S.C. §1833(b)(4), the federal whistleblower notice is included automatically. One thing the NDA deliberately does not do: block the creator's legally required disclosure of the paid partnership itself (#ad) under the FTC's Endorsement Guides (16 C.F.R. Part 255) — no contract can waive that, and this form says so expressly.

Usually not — they default OFF because confidentiality doesn't require them and they're the riskiest clauses in any NDA. California voids most restraints of trade (B&P §16600); between businesses a restraint must survive a rule-of-reason test (Ixchel Pharma v. Biogen, 9 Cal.5th 1130 (2020)), and against an individual it is very likely void (SB 699/AB 1076, 2024). Washington's amended RCW 49.62 (eff. June 6, 2024) reaches clauses that even indirectly restrict doing business with customers. If you enable them, this form generates the narrowest defensible version — term-limited, tied to the Purpose — and warns you in both states.

1–2 years for a specific transaction review, 3–5 years for ongoing partnerships — with one crucial exception: obligations covering trade secrets should survive for as long as the information remains a trade secret, because a fixed expiration on your own secrecy can be used as evidence the information stopped qualifying for protection (18 U.S.C. §1839(3)(A)). This form writes that carve-out into the survival clause automatically when trade secrets are selected. No notarization is needed in any state — both parties' signatures make it binding. This is a self-help template, not legal advice; for high-stakes deals, have a licensed attorney review it.