# 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.

Canonical page: https://bettrpdf.com/forms/mutual-nda  
This file: https://bettrpdf.com/forms/mutual-nda.md  
Site index for agents: https://bettrpdf.com/llms.txt

Fill, sign and send it back: https://bettrpdf.com/fill?form=mutual-nda (sample, not legal advice)

Updated 2026-10-19. Pages: 2 to 4. Signers: Both parties. Term: 1 to 5 years. Direction: Both share.

## What a Mutual NDA is

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.

## Every field

| Field | What goes in it |
| --- | --- |
| Parties | Legal entity names and addresses, and the short names the rest of the document uses. |
| Purpose | Why the information is being shared. Narrow is better: evaluating a partnership, not business in general. |
| Definition of confidential information | What is covered. Marked documents only, or anything disclosed in connection with the purpose. |
| Exclusions | Information that is already public, already known to the recipient, independently developed, or received from a third party without restriction. |
| Obligations | Keep it secret, use it only for the purpose, share it only with people who need it and are bound by the same terms. |
| Term | How long the agreement lasts, and separately how long the confidentiality duty survives after it ends. |
| Return or destruction | What happens to the information when the agreement ends. |
| Governing law and venue | Which state's law applies and where a dispute is heard. |
| Signatures | Authorised signer for each party, with name, title and date. |

## Mistakes that get it sent back

- **No exclusions.** An NDA that covers everything, including public information, is often unenforceable. The standard four exclusions are there for a reason.
- **Perpetual term for everything.** Courts in several states frown on indefinite restrictions on ordinary information. Trade secrets can be perpetual; the rest usually should not be.
- **Purpose left vague.** A purpose of doing business lets either side use the information for almost anything.
- **Using mutual when one party shares nothing.** If only one side discloses, a one-way NDA is shorter and clearer.

## Terms

- Clauses: Confidential information, Exclusions, Permitted disclosure, Compelled disclosure, Survival, Injunctive relief, No license
- Related documents: One-way NDA, Consulting agreement, Statement of work, Term sheet
- Who uses it: Founders, Investors, Contractors, Vendors, Candidates

## FAQ

**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.

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