A mutual non-disclosure agreement, also called a mutual confidentiality agreement or two-way NDA, is a contract in which two sides agree to keep each other's confidential information private. Businesses and individuals use one when trade secrets or other proprietary information moves in both directions, such as in a partnership, an investor meeting or a business sale. The mutual non-disclosure agreement template below asks a few simple questions, and you can finish it on any device.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current law. If you notice an error or outdated information, please contact us.
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Mutual non-disclosure agreements are notable for the protection that they offer to both parties involved. When the two parties involved in creating a mutual non-disclosure agreement sign their document, both of them are afforded protection that the other party will not disclose any confidential information or release protected information to the public.
Both parties are given the opportunity to add what information they want to be protected into the mutual non-disclosure agreement.
Here is how the two types compare at a glance:
On the other hand, unilateral non-disclosure agreements are described as “one-way.” This non disclosure agreement template is often used in employment scenarios or when a contractor is hired. Because this kind of relationship is very different from that described in a mutual confidentiality agreement, the restrictions within the document are very different as well.
Employees are often required to sign this agreement upon hiring to avoid product or trade secrets being leaked. Unilateral non-disclosure agreements are created to protect the secrets of the company or business hiring the other party. This means that the employee or independent contractor named in the document is forbidden from disclosing information about their employer if it is outlined in the NDA.
Sometimes, a mutual confidentiality agreement is easier to agree to than a unilateral NDA. LegalZoom claims that the peace of mind that it offers to all parties involved can make business deals easier. According to Forbes, a mutual NDA is appropriate in many instances and even helps build trust between the parties involved.
You may be unsure whether your situation requires a mutual non-disclosure agreement or not. If you plan on working closely with another party in a manner that will both receive and give sensitive information, you may need a mutual non-disclosure agreement to protect the interests of both parties.
Common situations that call for a mutual NDA include:
For example, if two companies are looking to collaborate with each other, a mutual NDA will make sure that once the collaboration is over, neither party will use the information learned about their partner in a way that will benefit their former partner’s competitors.
Another common use of mutual NDAs is when a startup business looks for investors. The investors want some protection and the startup may have special trade practices or other confidential information that will give them an edge over the competition. A mutual NDA in this case allows the startup to be transparent with its investors without the risk of leaking information.
A mutual non-disclosure agreement is also important to use when selling a business. Sharing sensitive financial or marketing information with a party that is interested in buying your business is usually necessary to make a deal, but a mutual non-disclosure agreement will also ensure that if they back out of the deal, your private information will not be released.
When making a major business deal, the relationship between both parties has to be built on trust. A mutual NDA is the best way to make sure that both parties can address any confidentiality concerns and openly speak about relevant information.
Without a mutual non-disclosure agreement, the relationship between businesses can fall apart. Idea theft is a real concern in every industry, so refusal or hesitancy to sign a mutual NDA can appear to show ulterior motives in business deals. Not only this, but not all information within a business needs to be public, as the general populace may disagree with some business practices, especially if they do not understand them.
Other cases that often use mutual NDAs include the use of services from a business or individual that will have access to confidential or sensitive information or any other relationship that involves the exchange of proprietary information.
When creating your non-disclosure agreement, you must make sure that both entities involved in the contract are able to articulate and protect the information that they want to be protected. This requires consensus on what information will be protected, what parties are involved in this contract, and the penalty associated with the breach of the NDA.
Many mutual non-disclosure agreement forms are available online. Be careful when drawing up your NDA that it accurately compiles all of the information that you want to be represented.
Every two-way NDA comes down to four decisions:
Before filling out the rest of the document, it is important to clearly state what parties this NDA applies to. Both entities need to be named correctly for the NDA to be as specific and accurate with its information as possible.
After dictating who the non-disclosure agreement applies to, the confidential information must be named in the NDA. There is a lot of freedom with this step, as the contract can simply state the information in broad terms (for example client lists or trade secrets, etc.) or it can specifically refer to individual pieces of information.
Depending on the nature of the business relationship that is created with the mutual confidentiality agreement, you may prefer to keep things vague to keep your competitors in the dark.
Your NDA may go on for years, months, or simply until a specific project is completed. Create a clear timeframe for the NDA to stay in effect. In the case of non-disclosure agreements that extend beyond the lifetime of the business or company relationship, it is common that both parties agree not to discuss anything covered by the non-disclosure agreement in the time following the relationship.
While nobody wants it to happen, occasionally, NDAs will be breached by one party or another. Every mutual non-disclosure agreement needs to have a clause that dictates what the penalty is for such a breach. This can range from the broader “equitable relief” (which just means that the breaching party must reimburse the other party for breached information) to a numerical dollar amount.
A mutual NDA template is built from a handful of parts, and each part has its own job. The table below lists every part and what it covers, so you know what to expect before you start filling in the template.
| Part | What it covers |
|---|---|
| Date and names | The date of the agreement and the names and addresses of both sides |
| Purpose | A short statement that the NDA is mutual, so both sides share and protect information |
| Confidential information | What each party wants to keep private, from broad categories to specific items |
| Exclusions | Information that is not treated as confidential |
| Receiving party | How each party handles the information it receives from the other |
| Time period | How long the NDA stays in effect |
| General terms | The relationship of the signees, severability, integration and the binding effect |
| Signatures | Where each side adds a signature and a date |
One of the biggest reasons why people may shy away from a mutual NDA is because of the complexity of the document. When dealing with securities trading, careful steps must be taken to avoid violation of the law while creating a satisfactory NDA. Don’t worry! Follow these steps when filling out your agreement and the process becomes much clearer.
If the other side sends you a long NDA to review, you can ask questions about it in Chat with PDF before you agree to it.
Although they may appear daunting at first, a solid mutual NDA is often the best way to protect company interests and proprietary information when entering a partnership or joint venture with another entity.
Here is a simple example of a two-way agreement in use. Northwind Design Studio and Harbor Light Software want to build an app together. Each company needs to show the other its confidential information, so the two companies put a two-way agreement in place before the first meeting.
Because both companies share confidential information, each one is a disclosing party and a receiving party at the same time. That is what makes the agreement two-way.
Read the finished agreement from top to bottom before it is final. A few quick checks catch the small errors that put confidential information at risk or cause confusion later, and they take only a few minutes with both sides at the table.
Keep a signed copy for each party so either side can find the agreement later.
A two-way agreement works best when the details are clear. Watch for these common mistakes before you finalize the agreement, and use the quick fix beside each one to keep the agreement easy to read and easy to use.
People often ask the same few things about a mutual NDA. These short answers cover what it is, how it differs from a one-way NDA, when to use one and how to build one online.
A mutual NDA, also called a two-way NDA or mutual confidentiality agreement, is a contract between two sides who both share confidential information. Each side agrees to protect what it receives from the other.
In a mutual NDA, both sides share information and both protect it. In a one-way NDA, only one party shares information and the other protects it.
Use one when both sides will share sensitive information. Common examples are two companies working together, a startup meeting investors and an owner talking to a possible buyer. In each case, both sides need to protect confidential information.
It covers four things:
Together, these four items make the agreement clear for both sides.
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General information, not legal or tax advice.
