How to fill out a mutual NDA
What each blank means, the exclusions that make an NDA enforceable, and when a one-way NDA is the better fit.
A mutual non-disclosure agreement is for two parties who will each show the other something confidential: a pitch, a product, a price list, code. It defines what counts as confidential, what the recipient may do with it, how long the duty lasts, and what is excluded. The exclusions are the part most people skip and the part a court reads first.
Fields, in order.
- 01Parties
Legal entity names and addresses, and the short names the rest of the document uses.
- 02Purpose
Why the information is being shared. Narrow is better: evaluating a partnership, not business in general.
- 03Definition of confidential information
What is covered. Marked documents only, or anything disclosed in connection with the purpose.
- 04Exclusions
Information that is already public, already known to the recipient, independently developed, or received from a third party without restriction.
- 05Obligations
Keep it secret, use it only for the purpose, share it only with people who need it and are bound by the same terms.
- 06Term
How long the agreement lasts, and separately how long the confidentiality duty survives after it ends.
- 07Return or destruction
What happens to the information when the agreement ends.
- 08Governing law and venue
Which state's law applies and where a dispute is heard.
- 09Signatures
Authorised signer for each party, with name, title and date.
Common mistakes.
An NDA that covers everything, including public information, is often unenforceable. The standard four exclusions are there for a reason.
Courts in several states frown on indefinite restrictions on ordinary information. Trade secrets can be perpetual; the rest usually should not be.
A purpose of doing business lets either side use the information for almost anything.
If only one side discloses, a one-way NDA is shorter and clearer.
Terms you will see.
Ask the document what any of them means. The answer cites the page.
Fill it, check it, sign it.
Fill it by asking
Drop the PDF, paste the facts, and the agent fills every matching field. Unmatched fields are listed so nothing is skipped.
Check it before you send
Empty required fields, a missing signature, a date that disagrees with another page. The document check lists them with page numbers.
Sign it and send it
Draw your signature and place it, free. Or send it to someone else to sign on their phone, with an audit certificate. Free, 25 a month.
Mutual NDA,
answered.
This guide is general information, not legal or tax advice.
Can I change a clause without a lawyer?+
You can, and the editor will show you the diff. Whether you should depends on what is at stake. For anything with real money or real risk, have a lawyer read it.
How do I compare their version with mine?+
Compare is being built for Basic. Until it ships, ask Chat with PDF to list the clauses on specific pages of each version and compare the answers.
Does a signed PDF count?+
Yes. Electronic signatures are valid under ESIGN in the US and eIDAS in the EU. You can also send it to someone to sign, with an audit certificate, free.
What is the difference from a one-way NDA?+
A one-way NDA has one discloser and one recipient, with duties in one direction. Use it for contractors, candidates and vendors who share nothing back.
Fill your Mutual NDA in about ninety seconds.
Type into it, sign with your finger and send it back. No card needed.