Mutual NDA generator
A balanced two-way non-disclosure agreement suitable for partner discussions, pilot programs, and customer conversations. Note: investors typically do not sign NDAs at the pitch stage.
Mutual Non-Disclosure Agreement
Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into as of the Effective Date set out above by and between:
{{a_name}}, having its registered office at {{a_address:multi}} (“Party A”); and
{{b_name}}, having its registered office at {{b_address:multi}} (“Party B”).
Party A and Party B are individually referred to as a “Party” and collectively as the “Parties”.
1. Purpose. The Parties wish to share certain confidential information for the limited purpose of: {{purpose}} (the “Purpose”).
2. Confidential Information. “Confidential Information” means any non-public, proprietary or sensitive information disclosed (orally, visually or in writing) by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), including but not limited to business plans, financial data, customer lists, technical specifications, source code, product roadmaps, and any information marked or reasonably understood to be confidential.
3. Obligations. The Receiving Party agrees to: (a) use the Confidential Information solely for the Purpose; (b) restrict access to its employees, advisors and contractors who have a need to know and who are bound by similar confidentiality obligations; (c) protect the Confidential Information with at least the same degree of care it uses for its own confidential information, and in no event less than reasonable care.
4. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is rightfully received from a third party without confidentiality restrictions.
5. Term. The obligations under this Agreement shall remain in effect for {{term_years}} years from the Effective Date, provided that obligations relating to trade secrets shall continue for as long as such information remains a trade secret.
6. No Licence. Nothing in this Agreement grants any licence to either Party’s intellectual property, except the limited use right necessary for the Purpose.
7. Return / Destruction. Upon written request or upon termination of discussions, the Receiving Party shall promptly return or destroy all Confidential Information, except as required to be retained by law or for legitimate archival purposes.
8. No Obligation. Nothing in this Agreement obligates either Party to disclose any Confidential Information, enter into any further agreement, or refrain from working with competitors.
9. Remedies. The Parties acknowledge that any breach of this Agreement may cause irreparable harm and agree that the non-breaching Party shall be entitled to seek injunctive relief in addition to any other available remedy.
10. Governing Law. This Agreement shall be governed by and construed in accordance with the {{jurisdiction}}, without regard to its conflict-of-laws principles.
Agreed and accepted:
PARTY A: {{a_name}}
PARTY B: {{b_name}}