Fillable Form Mutual NDA

What is a Mutual Non-Disclosure Agreement?

A Mutual Non-Disclosure Agreementis a legal document used by two parties to create a binding contract of their agreement to keep any information secret and confidential. Use this form when you and another party are sharing confidential information and have agreed to keep each other's information private.

Here are some of the proprietary information that you may disclose in a Mutual Non-Disclosure Agreement:

• Business plan
• Marketing strategy
• Financial information
• Scientific or technical invention
• Client list
• Trade secrets

How to fill outa Mutual Non-Disclosure Agreement?

For your convenience, PDFRun has a Mutual Non-Disclosure Agreement form template that you can use. It should be filled out with the following information:

Effective Date

Enter the day, month, and year of when will this agreement take effect.

Party A

Enter the full legal name of the first party.

Party B

Enter the full legal name of the second party.

I. Definition of Confidential Information

This section includes the meaning, examples, and limitations of the confidential information disclosed in the agreement.

II. Disclosure of Confidential Information

This section includes the responsibilities of the receiving party upon learning the confidential information.

III. Use of Confidential Information

This section includes the permitted use of confidential information by the receiving party.

IV. Compelled Disclosure of Confidential Information

This section includes to whom and in what way can the receiving party disclose the confidential information, if necessary.

V. Term

Enter the expiry date of the agreement.

VI. Remedies

This section includes the consequences if the agreement will not be followed accordingly.

VII. Return of Confidential Information

This section specifies the materials embodying the confidential information that should be returned to the disclosing party and when they should be returned.

VIII. Notice of Breach

This section includes the responsibilities of the receiving party when there’s an unauthorized disclosure of confidential information.

IX. No Binding Agreement for Transaction

This section includes that both parties are not under any kind of legal obligation to a transaction.

X. Warranty

This section includes that there are no warranties made by either party under this agreement.

XI. Governing Law

Enter the state.

Party A Signature

Affix the signature of the first party.

Date

Enter the date when the first party signed the agreement.

Party B Signature

Affix the signature of the second party.

Date

Enter the date when the second party signed the agreement.

Frequently Asked Questions About a Non-Disclosure Agreement

What are the tips when writing a non-disclosure agreement?

If you wish to write a non-disclosure agreement on your own, here are a few suggestions that might help you in doing so:

Enter the complete and legal names of the two parties involved.

In the introductory paragraph of this form, you should fill out the name of the two parties involved as flawlessly as it can be. Any error in this part might void the entire agreement. Verify if the names you entered reflect on their legal identification and documents.

Identify the confidential information of both parties.

The two parties must determine and state the confidential information that is not to be shared with the public. The confidential information of both parties should be clearly and specifically indicated in this agreement since it is the main reason why this form is being created.

Write a list of consequences in the event of when one party fails to comply with the terms of the agreement.

A Mutual Non-Disclosure Agreement is made to ensure the safety and privacy of certain information. However, you can never be too sure so you have to come up with the corresponding consequences in the event of a breach. You may write a specific list of demands or just settle with equitable relief. By including this clause, both parties will be aware that they have to strictly follow their obligations to avoid any complications and ramifications.

Sign the agreement.

After writing the mutual non-disclosure agreement, the two parties should affix their signatures in two copies of it. This way, each party will be able to keep an original and signed mutual non-disclosure agreement.

Consult an attorney.

If you’re having trouble drafting a mutual non-disclosure agreement, you should consult an attorney to help you in doing so. Having a professional on your side will make your work easier and better. Since they probably already have experience in writing and handling this kind of transaction, they can supply you with the necessary knowledge you’ll be needing to successfully write the agreement.

What are the things that cannot be protected by a Mutual Non-Disclosure Agreement?

Like everything else in the world, a Mutual Non-Disclosure Agreement also has its limitations. There are some things that cannot be included and protected by a Mutual Non-Disclosure Agreement, some of these are:

Public information

You cannot include something that is a part of a public record in your agreement. If it is considered or known as a piece of public knowledge, it will be hard to keep it secret and confidential and cannot be protected by a mutual non-disclosure agreement.

Information subject to a subpoena

If the information is a part of a court order, evidence, or was mentioned in a subpoena, it cannot be usually protected by a mutual non-disclosure agreement.

Preexisting knowledge

If the information was proven to be known by either party even before the activation of a mutual non-disclosure agreement, then it cannot be protected.

Common knowledge

If the information is widely known in a certain industry, there is no need to keep it private.

Why should I write a Mutual Non-Disclosure Agreement?

Writing a Mutual Non-Disclosure Agreement is an important step in providing legal protection for your business. Here are some of the reasons why you should draft a mutual non-disclosure agreement:

• This type of non-disclosure agreement gives equal protection to the two parties involved.
• It will put restrictions on the distribution of confidential information.
• A written and legally binding document like the mutual non-disclosure agreement will give you peace of mind. You will no longer have to worry every single day whether your partner will honor your commitments or not.
• It avoids the feeling of superiority or inferiority since both parties have shared a piece of confidential information with each other.

What is the difference between an NDA and a mutual NDA?

A mutual non-disclosure agreement is simply a type of NDA along with a unilateral non-disclosure agreement and a bilateral agreement. These agreements differ in the fact that unilateral agreements are only binding on one party, whereas bilateral agreements are binding on both parties. A mutual agreement, however, is binding on both parties and includes all the protections of a unilateral or bilateral agreement.

In general, a non-disclosure agreement is a contract where parties agree not to disclose any confidential information that has been shared among them. This type of agreement is often used in business deals, where one company may want to share sensitive information with another company, but wants to be sure that the information will not be disclosed to third parties.

What is a mutual disclosure agreement?

A mutual disclosure agreement is an agreement between two or more parties that outlines the confidential information that will be shared among them. This type of agreement is often used in business, where two or more companies want to share information but want to make sure that none of that information is revealed outside of the group. It is also used in litigation. For example, if two parties are in a lawsuit and they want to exchange information, they might use a mutual disclosure agreement to make sure that all of the information shared is kept confidential.

Mutual disclosure agreements are important because they help protect sensitive information. Without an agreement in place, there is always the risk that confidential information will be revealed to someone who is not authorized to see it. With a mutual disclosure agreement, all of the parties involved know what information can be shared and what information must remain confidential.

If you are considering entering into a mutual disclosure agreement with another party, it is important to make sure that you are familiar with the terms of the agreement. You should also work with an attorney when drawing up the agreement so that you can ensure it is legally binding. If you are entering into a mutual disclosure agreement with another party in preparation for litigation, it is also important to involve your attorney. This will ensure that all of the information provided is protected by the attorney-client privilege. You should keep in mind that if you share confidential information without a mutual disclosure agreement in place, there is always the chance that you will be required to share all of the information during the discovery phase of litigation.

What is the difference between NDA and CDA?

An NDA and a CDA are two agreements that serve as a method of protecting confidential and proprietary information. NDAs and CDAs aren't interchangeable, but they serve similar purposes in different contexts.

By definition, a non-disclosure agreement (NDA) is "an agreement between two or more parties whereby one party agrees not to disclose information deemed confidential by the other party." A confidentiality agreement (CDA) is "a contract in which one person agrees not to tell anyone else certain information."

NDAs are used when two or more companies or individuals want to share confidential information with each other but don't want that information to be revealed to anyone else. For example, two companies might want to discuss a potential partnership, but they don't want their competitors to know about it. In this case, they would sign an NDA specifying that neither party can reveal any of the confidential information they discussed.

CDAs are used when one person needs to share confidential information with another person but doesn't want that information to be revealed to anyone else. For example, an employee might need to discuss a company's trade secrets with a lawyer, but they don't want their competitors to know about it. In this case, the employee would sign a CDA specifying that the lawyer can't tell anyone else about the confidential information they discussed.

These two agreements have different names because they serve different purposes. NDAs are used to protect confidential information when two or more parties are involved, while CDAs are used to protect confidential information when one party is involved.

Although NDAs and CDAs both serve the purpose of protecting confidential information, they have some key differences. The most significant difference is that an NDA can bind two or more parties, while a CDA can only be signed between one party and another.

Another difference is that an NDA is used when confidentiality cannot be guaranteed because the information will be distributed to other people, while CDAs are typically used when confidentiality is assumed. For example, disclosing trade secrets to potential investors would require an NDA because there is no guarantee that the information will not be revealed to others. Disclosing confidential information to a lawyer would require a CDA because the lawyer is assumed to keep the information confidential.

It's important to note that NDAs and CDAs are not interchangeable, and they have different uses in different contexts. Moreover, just because a company has an NDA in place doesn't mean that it can't also have a CDA.

What happens if you break a non-disclosure agreement?

Violation of a non-disclosure agreement results in a lawsuit.

If you have signed a non-disclosure agreement (NDA) and then violate its terms, you may be sued by the party who owns the information that was shared under confidentiality. Depending on the terms and conditions stipulated in the contract and the severity of the violation, this could result in a long and costly legal battle.

Moreover, violating an NDA can also have a negative impact on your professional reputation. If you are known as someone who cannot be trusted to keep secrets, it may be difficult to secure future business opportunities.

It is therefore important to take the terms of any NDAs seriously and to avoid disclosing any confidential information unless absolutely necessary. If you do need to disclose confidential information, you should consult with an attorney first to ensure that your actions are in keeping with the conditions of the agreement.

It is also important to note that there may be other remedies available besides a lawsuit if you violate the terms of an NDA. For example, if you share trade secrets with another company or individual who uses them to compete against the owner of the information, the owner may be able to seek an injunction to stop the other company from using the trade secrets.

So if you are thinking about disclosing any confidential information, it is important to weigh all of your options and consult with a legal professional before taking any action. violating a non-disclosure agreement can have serious consequences, so it is important to be aware of the risks involved before making any decisions.

What should be included in a non-disclosure agreement?

A non-disclosure agreement should include the following components:

• The purpose of the agreement
• The confidential information that is being shared
• The duration of the agreement
• What will happen if confidential information is leaked
• How the agreement can be terminated

A non-disclosure agreement should be tailored to the specific needs of the parties involved. For example, if the confidential information includes trade secrets, then the agreement should include specific provisions that protect those secrets. If the confidential information is less sensitive, then the agreement may be less restrictive.

The purpose of a non-disclosure agreement is to protect confidential information. This information can include trade secrets, business plans, client lists, and any other type of information that is not generally known. The agreement should specify what type of information is being shared and how it must be protected.

The duration of the agreement should be based on the nature of the confidential information. For example, an agreement that protects trade secrets may have a longer duration than an agreement that protects customer lists.

If the confidential information is leaked or used in a way that was not originally authorized by the agreement, the injured party may be able to file a lawsuit. However, before any legal action can begin, an acceptable breach of contract must occur. In addition to suing for damages, the agreement should specify what will happen if the confidential information is leaked.

For example, the agreement may require the party that obtained the confidential information to destroy all copies of it. The agreement can also include specific monetary damages or other penalties for leaking confidential information.

Overall, a non-disclosure agreement should clearly state what each party must do in order to avoid legal action.

Does a non-disclosure agreement have to be signed by both parties?

A non-disclosure agreement has to be signed by all the parties involved to confirm their agreement to the terms and conditions of the contract. WIthout signatures from every party, the contract would be invalid.

Why should an NDA have a term?

A non-disclosure agreement should have a term to protect the owner of confidential information from being used in a way that could harm them in the future. This term is typically around five to ten years, but it can be longer or shorter depending on the situation. If the agreement is violated, the owner of the confidential information can seek damages from the person who violated it.

What is a two-way non-disclosure agreement?

A two-way NDA is a contract that is created when two parties want to exchange confidential information with each other. The purpose of a two-way NDA is to protect both parties from any legal action that may arise if the confidential information is shared without proper protection. It is important to remember that a two-way NDA is not a legally binding contract, but it can be used in court to prove that one party or both parties are taking legal precautions for the protection of the information.

The word “exchange” is important because it means that each party has access to confidential information from the other. If only one party has access to this type of information, then a two-way NDA would not be suitable.

Even though a two-way NDA is not legally binding, it still should be thorough and created with the other party's best interest in mind. If a court finds that one party did not take all possible precautions to protect sensitive information, then the other person may be able to sue for damages.

What is a 3 way NDA?

A 3 way NDA is a contract that is entered into between three parties, usually two businesses and a consultant. This type of contract is used when the consultant is being brought in to help with a specific project and wants to ensure that all information shared during the project remains confidential.

A 3 way NDA can be helpful for both the businesses involved and the consultant. For businesses, the NDA helps secure any trade secrets or other proprietary information that is shared. This can help to protect their company and ensure they don't lose control of any of their intellectual property. The consultant, on the other hand, will be able to review all pertinent information from both parties before making a decision as to whether or not they want to participate in the project. This can be especially important if they are being paid for their services and want to ensure that the compensation is fair and reasonable before committing themselves.

Of course, all NDAs have a few key elements in common. First of all, the information that will be shared cannot be shared with anyone else outside of those three parties without written consent from all involved. Secondly, any confidential information that is shared must be kept confidential, and third parties who are privy to the information must agree to keep it confidential as well.

If you're thinking of entering into a 3 way NDA, it's important to make sure that everyone involved is aware of their obligations and responsibilities. It's also a good idea to have an attorney review the agreement before signing to make sure that it will be enforceable in the event of a dispute.

Is a non-disclosure agreement legally binding?

There is no definitive answer to this question as it depends on the specific circumstances in which the agreement was made. Generally speaking, however, non-disclosure agreements are legally binding if both parties have agreed to them and if they meet the necessary legal requirements. In addition, non-disclosure agreements can be enforced in court if necessary.

How long is the NDA valid for?

The validity of a non-disclosure agreement depends on what is actually in the NDA. An NDA can be valid for a specific time period — usually five to 10 years — or it can be a lifetime agreement. An NDA protection period can be set up in whatever time period is desired by the parties who are making the agreement.

Does a non-disclosure agreement cover GDPR?

For an NDA to cover the General Data Protection Regulation (GDPR), it must have specific language and terms that address the regulation, as well as the restrictions on data sharing and the penalties for violating the terms of the agreement. It’s also important to include a clause that allows both businesses to terminate the agreement if one party fails to comply with the GDPR. A GDPR-specific NDA is a requirement for businesses that want to ensure the sharing of confidential data between them and their partners will be protected.

Without a GDPR-specific NDA, companies are at risk of having their confidential data compromised. The GDPR imposes significant fines for non-compliance, so it’s important for businesses to take all necessary precautions to protect their data.

Businesses that use NDA agreements without specific language related to the GDPR will be at higher risk of causing harm to their businesses through data sharing. This can lead to hefty fines, so it’s important to take all necessary precautions when deciding whether or not an existing agreement meets your company’s needs.

What makes an NDA void?

Here are some of the reasons that make an NDA void:

• It does not clearly define the purpose and intent.
• It is unduly burdensome to the party who signs it or unfair and one-sided.
• The non-disclosure obligation will last for an indefinite period of time.
• The non-disclosure obligation is not limited to specific information.
• The non-disclosure obligation is not limited to trade secrets, proprietary business information, or other intellectual properties that has monetary value.
• There will be an automatic termination of the NDA upon a material breach by the disclosing party. In this context, a "material" breach means something more serious than a minor breach.
• The disclosing party has not obtained a written and signed confidentiality agreement from the receiving party.
• The purpose of an NDA is to protect trade secrets and/or other intellectual property that has monetary value. A mere desire to avoid competition is NOT a legitimate reason.
• The non-disclosure obligation is overly broad and includes information that is not considered a trade secret or intellectual property.
• The receiving party has not disclosed any confidential proprietary information to the disclosing party.
• There are no provisions for providing notice to the other party in the event of unauthorized disclosure of confidential information by a third party.
• There are no provisions for providing notice to the disclosing party in the event of unauthorized use or disclosure of confidential information by a third party (this is especially important and should be specifically stated).
• It requires that any disputes, controversies, or differences arising out of this Agreement now existing between the parties will be settled by arbitration.
• The non-disclosure obligation covers information that the receiving party has already known before the signing of the NDA.
• The non-disclosure obligation precludes public disclosure and/or other use, whether in whole or in part, even years after an agreement expires.
• It requires a receiving party to provide confidential information to any third party, including affiliates.
• It requires the receiving party to hold the confidential information in trust for the disclosing party (this is basically a "duty of confidence" clause).
• There are no provisions for limiting the use and disclosure of confidential information by employees, agents, consultants, or advisors who have access to such information.
• The non-disclosure obligation applies even after the Agreement has expired or been terminated.
• The Agreement does not state that it is governed by and will be construed in accordance with the laws of (country).

What is a unilateral NDA?

A unilateral NDA is a contract in which only one party agrees to keep the information that was disclosed confidential. This type of agreement is often used when one business wants to share proprietary information with another business but wants to ensure that the recipient will not disclose the information to any third parties.

A unilateral NDA is typically less formal than a bilateral NDA and does not require the same level of specificity. In fact, a unilateral NDA can be as simple as an email or letter in which one party promises to keep the information that was disclosed confidential.

Despite its simplicity, a unilateral NDA is still a legally binding contract and can be enforced in court if necessary. So if you are considering disclosing confidential information to another party, make sure to get a unilateral NDA in writing before you share any information.

Related Articles:

• Business Essential: Non-Disclosure Agreement
• Mutual Confidentiality Agreement: What Is It And When Is It Used
• The Key Elements of Non-Disclosure Agreements