Mutual non-disclosure agreement template

A two-way NDA for conversations where both sides will share something confidential: a partnership, a pilot, a supplier evaluation, an acquisition talk. Fill in the blanks below and download the PDF, or bring the template into your workspace to change the clauses and let your team or your AI assistant fill it from there.

Updated September 202613 placeholdersEnglish
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Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into on {{Date}} between {{Party A name}}, a company registered in {{Party A country}} ("Party A"), and {{Party B name}}, a company registered in {{Party B country}} ("Party B"). Party A and Party B are each a "Party" and together the "Parties".

1. Purpose

The Parties wish to explore {{Purpose}} (the "Purpose"). In connection with the Purpose, each Party may disclose to the other certain confidential technical and business information that the disclosing Party wishes the receiving Party to treat as confidential.

2. Confidential Information

"Confidential Information" means any information disclosed by either Party to the other, directly or indirectly, in writing, orally or by inspection of tangible objects, that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, product plans, designs, source code, customer lists, pricing, financial information and business strategies.

Confidential Information does not include information that: (a) is or becomes publicly known through no wrongful act of the receiving Party; (b) was rightfully known to the receiving Party before disclosure; (c) is independently developed by the receiving Party without use of the Confidential Information; or (d) is rightfully received from a third party without a duty of confidentiality.

3. Obligations

Each Party shall hold the other Party's Confidential Information in strict confidence, shall use it solely for the Purpose, and shall not disclose it to any third party except to its employees, officers and advisers who need to know it for the Purpose and who are bound by confidentiality obligations no less protective than these. Each Party shall protect the other Party's 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. Term

This Agreement governs disclosures made during the {{Agreement term in months}} months following the date above. The obligations of each receiving Party under this Agreement survive for {{Confidentiality term in years}} years from the date of each disclosure.

5. Return of materials

On the disclosing Party's written request, or when the Purpose has concluded, the receiving Party shall promptly return or destroy all materials containing the disclosing Party's Confidential Information and, on request, certify in writing that it has done so.

6. No licence, no warranty

Nothing in this Agreement grants either Party any rights in or to the other Party's Confidential Information except the limited right to use it for the Purpose. All Confidential Information is provided "as is", without warranty of any kind.

7. Governing law

This Agreement is governed by the laws of {{Governing law}}, and the courts of that jurisdiction have exclusive jurisdiction over any dispute arising out of it.

Signatures

Party A

{{Party A name}}

Signed by: {{Signer A name}}

Title: {{Signer A title}}

Signature: ____________________

Party B

{{Party B name}}

Signed by: {{Signer B name}}

Title: {{Signer B title}}

Signature: ____________________

When to use a mutual NDA

Use the mutual form when both parties will disclose. A one-way NDA protects only the party that talks; when a supplier is showing you unreleased pricing while you are showing them a roadmap, a one-way agreement leaves one of you unprotected and usually gets negotiated back into a mutual one anyway. If only one side will share anything, a one-way NDA is shorter and easier to get signed.

The mutual form also sets a more even tone at the start of a relationship. Neither party is asking the other to accept obligations it will not accept itself, which is why most partnership and M&A conversations open with one.

What is inside

  • A purpose clause, filled per deal, so information shared for a pilot cannot be used for a hiring conversation or a competing bid.
  • A definition of confidential information that covers oral disclosure and material a reasonable person would understand to be confidential, not only documents stamped with the word.
  • The standard exclusions: information that is already public, already known to the receiver, independently developed, or received from a third party with no duty of confidence.
  • Obligations of care: use only for the purpose, disclosure only to people who need to know and are bound the same way, and at least the care the receiver gives its own secrets.
  • Two terms as placeholders, because twelve months and three years are defaults and not rules: how long the agreement covers new disclosures, and how long each disclosure stays protected.
  • Return or destruction of materials on request or when the purpose ends, with a written certification if asked.
  • No licence, no warranty, so sharing something confidential never reads as handing over rights to it.
  • Governing law and a signature block for both parties, all placeholders.

How to fill it in

Start with the two party names and countries; they appear in the opening paragraph and again in the signature block, and one entry fills every place. The purpose should be specific enough to be useful later: "evaluating a supply agreement for injection-moulded housings" protects you better than "a potential business relationship". Leave the terms at twelve months and three years unless your counsel has a reason to change them, and put the governing law where the party most likely to sue would want to sue.

The date picker writes the date in long form. The signer lines take a name and a title each; the signature itself is drawn on the printed page.

What you fill in

  • DateDate
  • Party A nameText · ×2
  • Party A countryText
  • Party B nameText · ×2
  • Party B countryText
  • PurposeText
  • Agreement term in monthsNumber
  • Confidentiality term in yearsNumber
  • Governing lawText
  • Signer A nameText
  • Signer A titleText
  • Signer B nameText
  • Signer B titleText

Fill this template with AI

Choose an assistant, answer its questions, and get a link to your filled template. Review it here, then download the PDF.

ChatGPTClaudePerplexity
Instructions and template data
How to connect an assistant

Prefill by link: add ?Label=value to this page's address and the placeholders arrive filled in.

# How an AI assistant fills "Mutual non-disclosure agreement"

This is a PaperClerk public template. A person fills its placeholders in the browser and downloads the PDF; no account is needed. The fastest way to help is to collect the values in conversation and then send the person ONE link that opens the template with those values already filled in.

## Placeholders

- Date [date] (date, written like August 27, 2026; ISO 2026-08-27 also works)
- Party A name [party_a_name] (text)
- Party A country [party_a_country] (text)
- Party B name [party_b_name] (text)
- Party B country [party_b_country] (text)
- Purpose [purpose] (text)
- Agreement term in months [agreement_term_in_months] (number)
- Confidentiality term in years [confidentiality_term_in_years] (number)
- Governing law [governing_law] (text)
- Signer A name [signer_a_name] (text)
- Signer A title [signer_a_title] (text)
- Signer B name [signer_b_name] (text)
- Signer B title [signer_b_title] (text)

## Prefill by link

Add the values as query parameters to the page address: one parameter per placeholder, named by its key (in brackets above) and URL-encoded; the label works too, matched case-insensitively. Leave out any placeholder you have no value for; it stays blank for the person to fill in. A value a placeholder cannot take (an option it does not list, a non-number) is ignored.

Pattern:

https://usepaperclerk.com/templates/legal/mutual-nda?date={Date}&party_a_name={Party A name}&party_a_country={Party A country}&party_b_name={Party B name}&party_b_country={Party B country}&purpose={Purpose}&agreement_term_in_months={Agreement term in months}&confidentiality_term_in_years={Confidentiality term in years}&governing_law={Governing law}&signer_a_name={Signer A name}&signer_a_title={Signer A title}&signer_b_name={Signer B name}&signer_b_title={Signer B title}

Example:

https://usepaperclerk.com/templates/legal/mutual-nda?date=August%2027%2C%202026&party_a_name=Example%20party%20a%20name&party_a_country=Example%20party%20a%20country&party_b_name=Example%20party%20b%20name&party_b_country=Example%20party%20b%20country&purpose=Example%20purpose&agreement_term_in_months=100&confidentiality_term_in_years=100&governing_law=Example%20governing%20law&signer_a_name=Example%20signer%20a%20name&signer_a_title=Example%20signer%20a%20title&signer_b_name=Example%20signer%20b%20name&signer_b_title=Example%20signer%20b%20title

Repeating groups take `group_key[1].field_key`, `group_key[2].field_key`, … (1-based). A whole set of values can also travel as one JSON object in `fills=`, with keys as keys and groups as arrays of objects.

## Machine-readable twins

- Markdown with {{placeholders}}: https://usepaperclerk.com/api/public/t/pt_22fbe2e3.md
- Placeholder inventory as JSON (also carries `prefill.url_template` and `prefill.example`): https://usepaperclerk.com/api/public/t/pt_22fbe2e3.json
- Google Docs mirror (read-only; File → Make a copy to edit; blanks are yellow [UPPERCASE] fields): https://docs.google.com/document/d/1U4VKr2phamYv5mXY2dck8COT4oOiHdBCobmInh5GN68/edit

## Generating documents from a workspace

To generate finished documents programmatically (keeping every fill as an immutable record), connect through PaperClerk's MCP connector: https://usepaperclerk.com/ai-info

Questions people ask

Is a mutual NDA enforceable if it is not notarised?
In most jurisdictions yes. Signatures are what bind the parties, and this template's signature block prints on the last page. Notarisation is rarely required for a confidentiality agreement between two companies.
What confidentiality term should I put?
Two to three years from each disclosure is common for business information. Trade secrets are often carved out with no time limit; if that applies to you, add a sentence to clause 4 saying so.
What is the difference between the agreement term and the confidentiality term?
The agreement term is the window during which disclosures are covered, counted from the date at the top. The confidentiality term is how long each disclosure stays protected, counted from the day it was made. A twelve-month agreement with a three-year confidentiality term protects something shared in month eleven until nearly four years after signing.
Can I edit the clauses?
Yes. "Use this template" copies it into your own workspace as a draft, where every clause is editable and the placeholders come with it. Filling it in here changes only the copy you download.

Make it yours

Bring this template into a workspace: edit the clauses, add placeholders, and let your team or your AI agent fill it from there. 7 days free.

Use this template