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Templates · Legal

Mutual NDA template

A short, balanced non-disclosure agreement for early conversations — partners, hires, investors. Two pages, one clause set, governed by English law.

Last updated May 2026Reviewed against UK gov.uk sources

Most NDA negotiations stall because one side sends a 15-page one-way agreement loaded with indemnities and IP assignments. For a first conversation, you don't need any of that. This mutual NDA covers both directions, is enforceable under English law, and most counterparties will sign without redlines.

Direct answer

A short, balanced non-disclosure agreement for early conversations — partners, hires, investors. Two pages, one clause set, governed by English law. Use the key facts, step list and official source links on this page to confirm the decision before you spend money or register anything.

Mutual NDA

MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is made on [DATE] between: (1) [PARTY A NAME], a [company / sole trader] of [ADDRESS] ("Party A"); and (2) [PARTY B NAME], a [company / sole trader] of [ADDRESS] ("Party B"), each a "Party" and together the "Parties". 1. PURPOSE The Parties wish to explore [BRIEF DESCRIPTION OF DISCUSSIONS — e.g. a potential commercial partnership] (the "Purpose") and may share confidential information with each other for that purpose. 2. CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party"), whether in writing, orally, or otherwise, that is identified as confidential or that a reasonable person would understand to be confidential given its nature. 3. OBLIGATIONS The Receiving Party will: (a) use the Confidential Information solely for the Purpose; (b) keep it strictly confidential and take at least the same care of it as it does of its own confidential information of similar importance; (c) only disclose it to its employees, contractors and professional advisers who need to know it for the Purpose and who are bound by equivalent obligations of confidence; and (d) on written request, return or destroy all Confidential Information in its possession (except copies required by law or routine backup). 4. EXCLUSIONS Confidential Information does not include information that: (a) is or becomes public other than through breach of this Agreement; (b) was already lawfully known to the Receiving Party; (c) is independently developed without reference to the Confidential Information; or (d) must be disclosed by law, regulator or court order (with prompt notice to the Disclosing Party where lawful). 5. NO LICENCE Nothing in this Agreement grants any licence or other right in the Confidential Information or any intellectual property of either Party. 6. TERM This Agreement starts on the date above and the confidentiality obligations continue for [3] years from disclosure. 7. GENERAL This Agreement is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction. It may be signed in counterparts, including electronically. Signed for and on behalf of Party A: _______________________ Name: _______________ Date: __________ Signed for and on behalf of Party B: _______________________ Name: _______________ Date: __________

Section 01

When to use it (and when not to)

  • Use it: early commercial conversations, sharing roadmaps with a potential partner, talking to candidates pre-hire.
  • Don't use it: when investors ask to see your deck — most VCs won't sign, and asking signals inexperience.
  • Don't use it: for engagements that involve actually doing work — use a contractor or services agreement instead.
  • Don't use it: as a substitute for actually controlling who has access — NDAs are remedies, not prevention.

Section 02

What each clause does

  • Clause 1: defines why information is being shared — keep this specific.
  • Clause 2: defines what counts as confidential — covers info that's obviously sensitive even if not marked.
  • Clause 3: the actual obligations — use it for the purpose only, keep it secret, only share with people who need it.
  • Clause 4: standard exclusions — public info, prior knowledge, independent development, legal disclosure.
  • Clause 5: makes clear nothing else is being granted.
  • Clause 6: typical 3-year tail. Adjust if information is genuinely long-life.
  • Clause 7: English law and jurisdiction by default — the most common UK choice.

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