Mutual Non-Disclosure Agreement (NDA) Template

Mutual non-disclosure agreements (NDAs) can protect the information of multiple parties. These agreements are valid and enforceable when they meet certain requirements. By using a mutual NDA template, you can ensure that your agreements are consistent, valid and enforceable.

What Is a Mutual Non-Disclosure Agreement?

An NDA is a contract that requires a party to refrain from spreading protected information. A mutual NDA imposes this duty on multiple parties. If one of the parties breaches it, the non-breaching party can file a lawsuit against them.

When to Use a Mutual Non-Disclosure Agreement

In its narrowest definition, a mutual NDA is truly “mutual.” Each party discloses information to the other, and they mutually agree to protect each other’s information.

In a broader application, a mutual NDA may simply apply to information that multiple parties know. For example, suppose two companies collaborate in developing a pharmaceutical product. They might have a mutual NDA to cover any joint discoveries. Startup co-founders often take a similar approach, signing a founder NDA to protect the business plans, source code and trade secrets they build together.

In some cases, a mutual NDA may be essential. One of the required elements to create a trade secret in many states is that the owner must keep the information secret. Thus, a trade secret’s owner must use NDAs whenever disclosing that information.

Key Elements of a Mutual Non-Disclosure Agreement

A mutual NDA must contain certain elements to be valid. For instance, both parties must voluntarily agree to the contract’s terms.

The agreement should also include what’s known as “consideration” from each party. In a mutual NDA, part of the consideration is that each party promises to keep information secret.

How to Write a Mutual Non-Disclosure Agreement

A mutual NDA should describe the protected information. You'll also want to include the duration of the agreement and what parties it will cover. Make sure to note the remedies for a breach, too.

One way to ensure you prepare an NDA template that meets your state’s requirements is to get assistance from a lawyer. You can then fill in the template with the specifics for a particular agreement.

Best Practices for Protecting Confidential Information

It's good practice to use NDAs whenever you need to disclose confidential information. Make sure to describe the category of information and any specific details that are known at the time of the agreement.

You should also verify that your NDAs satisfy any local or state laws. For example, a Florida non-disclosure agreement must have certain elements when it restrains trade. Specifically, it must serve a legitimate business interest and be tailored in scope and duration to that interest.

Need Help Drafting Your Mutual NDA?

If you’re looking to draft a mutual NDA or other contract of your own, ConsumerShield can help. Explore our range of tools and resources today.