What is a Mutual Confidentiality Agreement?

Mutual confidentiality agreement (two-way NDA) template where both parties agree to protect each other's sensitive information. Ideal for business partnerships, joint ventures, and negotiations where both sides share proprietary data.

What should a Mutual Confidentiality Agreement include?

Definition of Confidential Information, Obligations of Receiving Party, Exclusions from Confidentiality, Term and Duration, Permitted Disclosures, Remedies and Enforcement.

When do I need a Mutual Confidentiality Agreement?

Two companies exploring a potential partnership or joint venture. Businesses entering merger or acquisition discussions. Co-development projects where both parties contribute proprietary technology. Vendor-client relationships involving shared confidential processes. Strategic alliances requiring bilateral information exchange.

MUTUAL CONFIDENTIALITY AGREEMENT (MUTUAL NDA)

This Mutual Confidentiality Agreement ("Agreement") is entered into as of [Date], by and between:

Party A: [Company/Individual Name] Address: [Address]

Party B: [Company/Individual Name] Address: [Address]

(each a "Party" and collectively, the "Parties")

RECITALS

WHEREAS, the Parties wish to explore a potential business relationship regarding [Description of Business Purpose] (the "Purpose"); and

WHEREAS, in connection with the Purpose, each Party may disclose to the other certain confidential and proprietary information;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), in any form or medium, including but not limited to:

Trade secrets, know-how, inventions, and intellectual property
Business and financial information, projections, and forecasts
Product plans, designs, specifications, and roadmaps
Customer and vendor lists, data, and relationships
Software, source code, technical documentation, and architectures
Marketing strategies, pricing, and competitive analyses
Personnel information and organizational charts
Any information designated as confidential at the time of disclosure or that a reasonable person would understand to be confidential given the nature of the information

2. EXCLUSIONS

Confidential Information shall not include information that:

a) Is or becomes generally available to the public through no act or omission of the Receiving Party b) Was in the Receiving Party's possession prior to receipt from the Disclosing Party, without obligation of confidentiality c) Is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information d) Is lawfully obtained from a third party without restriction on disclosure e) Is required to be disclosed by applicable law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order

3. OBLIGATIONS

Each Party, as a Receiving Party, agrees to:

3.1 Confidentiality

Hold all Confidential Information in strict confidence
Not disclose Confidential Information to any third party without prior written consent
Restrict access to Confidential Information to its employees, agents, and advisors who have a legitimate need to know and are bound by confidentiality obligations at least as protective as those herein

3.2 Limited Use

Use the Confidential Information solely for the Purpose
Not use the Confidential Information for any other purpose, including competitive analysis or reverse engineering

3.3 Standard of Care

Exercise at least the same degree of care to protect the Confidential Information as it uses for its own confidential information, but no less than reasonable care

3.4 Notification

Promptly notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information

4. TERM

4.1 Agreement Term

This Agreement shall be effective from the date first written above and shall continue for [Number] years, unless terminated earlier by either Party upon [30] days' written notice.

4.2 Survival of Obligations

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [Number] years.

5. RETURN AND DESTRUCTION

Upon termination of this Agreement or upon written request by the Disclosing Party, the Receiving Party shall:

Return or destroy all tangible materials containing Confidential Information
Permanently delete all electronic copies of Confidential Information
Provide written certification of compliance within [15] days

Exception: The Receiving Party may retain one archival copy solely for compliance and legal purposes, subject to the ongoing confidentiality obligations herein.

6. INTELLECTUAL PROPERTY

6.1 Ownership

All Confidential Information remains the exclusive property of the Disclosing Party. No license, title, or interest in the Confidential Information is granted except as expressly set forth herein.

6.2 No Implied Rights

Nothing in this Agreement shall be construed as granting any rights under any patent, copyright, trademark, or other intellectual property right.

7. NO OBLIGATION

Nothing in this Agreement obligates either Party to:

Enter into any further agreement or business relationship
Disclose any particular Confidential Information
Purchase or sell any products or services

8. REMEDIES

Each Party acknowledges that a breach of this Agreement may cause irreparable harm not adequately compensable by monetary damages. The non-breaching Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to all other remedies available at law or equity.

9. INDEMNIFICATION

Each Party agrees to indemnify and hold harmless the other Party from any losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from a breach of this Agreement by the indemnifying Party or its representatives.

10. GENERAL PROVISIONS

10.1 Governing Law

This Agreement shall be governed by the laws of [State/Jurisdiction].

10.2 Dispute Resolution

Any disputes shall be resolved through good faith negotiation, followed by mediation, and if necessary, binding arbitration in [City, State].

10.3 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party.

10.4 Severability

If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.

10.5 Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding its subject matter. Amendments must be in writing and signed by both Parties.

10.6 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

SIGNATURES

Party A:

Signature: _________________________ Date: _____________

Printed Name: _________________________

Title: _________________________

Company: _________________________

Party B: