CONFIDENTIALITY · FREE U.S. TEMPLATE

Free mutual NDA template

A mutual NDA sets confidentiality rules when both sides plan to share nonpublic information. Use this general draft to describe the discussion, define what is covered and choose how long the duties last.

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A starting point, with limits. These general U.S. templates have not been reviewed by an attorney. They are not legal advice or tailored to your state or situation. Read the full agreement and its limitations; get legal advice when needed.

IS THIS THE RIGHT FIT?

When to use it

Two businesses evaluating a possible collaboration.
A client and freelancer sharing their own nonpublic project information.
Early discussions where both sides need a clear, limited purpose for using information.

A FEW THINGS TO HAVE READY

What you’ll need

Use the legal names of the people or organizations involved. Required details for this template:

First party’s legal name
First party’s notice address
Second party’s legal name
Second party’s notice address
Effective date
Permitted purpose
Information covered
Last date for covered disclosures
Confidentiality period after each disclosure
Governing U.S. state

MAKE IT YOURS

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Your role in this agreement

Fill in your details and the shared terms. The other person fills their details and signs, then you review and countersign the same PDF.

First party’s legal name

First party’s notice address

Second party’s legal name

Second party’s notice address

Effective date

Permitted purpose

Information covered

Last date for covered disclosures

Confidentiality period after each disclosure

Choose a proportionate period. Trade secrets remain protected while they legally qualify as trade secrets.

Governing U.S. state

Choose a state with a connection to the parties or transaction. This does not customize the draft for state law or override mandatory law.

Read the complete draft before signing. This is a general U.S. starting point, not tailored legal advice.

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Agreement previewReview every section

AGREEMENT DRAFT · REVIEW BEFORE SIGNING

Mutual Nondisclosure Agreement

Effective [effective date]

1. Parties and purpose

[First party] (First Party), notice address: [party a contact]; and [Second party] (Second Party), notice address: [party b contact], enter into this agreement for the following permitted purpose:

[purpose]

Either party may disclose information. For each disclosure, the party sharing information is the Disclosing Party and the party receiving it is the Receiving Party.

2. Covered information

Confidential Information means nonpublic information within the following description, disclosed for the permitted purpose from the effective date through [last disclosure date]:

[information]

Information is covered when identified as confidential at disclosure, or when its nature and the circumstances reasonably indicate that it is confidential. Written, oral, visual and electronic disclosures may qualify. Disclosures before the effective date are not covered by this draft.

3. Exclusions

Confidential Information excludes information the Receiving Party can demonstrate was already lawfully known without a confidentiality duty; becomes public without a breach of duty; is lawfully obtained from another source without a duty restricting disclosure; or is independently developed without using the Disclosing Party’s Confidential Information.

4. Use and care

A party receiving the other party’s Confidential Information will use it only for the permitted purpose, take at least reasonable care to protect it, and limit access to people who need it for that purpose and are bound by confidentiality duties at least as protective as these terms. The Receiving Party is responsible for those representatives’ compliance. The Receiving Party will promptly notify the Disclosing Party of an unauthorized use or disclosure it discovers and reasonably cooperate in limiting the harm.

5. Required and protected disclosures

If disclosure is legally required, the Receiving Party may disclose what is required. Unless prohibited by law or inconsistent with the protected activities below, it will give reasonably prompt notice so the Disclosing Party may seek protection, and reasonably cooperate at the Disclosing Party’s expense. No notice or cooperation is required for protected reporting.

Nothing in this agreement restricts lawful reporting of suspected wrongdoing to a government agency, cooperation with an investigation, consultation with an attorney, legally protected whistleblowing, discussion or reporting of sexual assault, sexual harassment or other unlawful conduct, or any other disclosure protected by law. No prior notice to or approval from the other party is required for these activities. This agreement does not restrict legally protected workplace discussions or honest consumer reviews.

6. Trade-secret immunity notice

Under 18 U.S.C. § 1833(b), an individual is immune from civil or criminal liability under federal or state trade-secret law for disclosing a trade secret in confidence, directly or indirectly, to a federal, state or local government official, or to an attorney, solely to report or investigate a suspected legal violation; or in a complaint or other document filed under seal in a lawsuit or other proceeding. An individual suing an employer for retaliation for reporting a suspected legal violation may disclose the trade secret to their attorney and use it in that proceeding if documents containing it are filed under seal and the trade secret is disclosed only under a court order. This notice includes individuals working as contractors or consultants. It does not authorize unlawful access to information.

7. Duration and return of information

For each covered disclosure, confidentiality and use duties last [selected number of years] year(s) from that disclosure. For information qualifying as a trade secret, those duties continue while it remains a trade secret under applicable law, subject to the exclusions and protected disclosures above. Either party may end future disclosures by written notice; duties for earlier covered disclosures survive for the stated period.

On written request, the Receiving Party will promptly return or delete the other party’s Confidential Information in its control, except copies required by law, records reasonably needed to establish or defend legal rights, and routine backups not readily separable. Retained copies remain subject to this agreement, may not be used for a new business purpose, and backups will be removed in the ordinary retention cycle. Nothing requires destroying evidence or obstructing protected reporting.

8. Ownership and freedom to decide

The Disclosing Party keeps its ownership rights. This agreement grants only permission to use information for the stated purpose and grants no other intellectual-property license. Neither party must share information, enter a transaction, purchase services, or stop working with others. It contains no noncompete or nonsolicitation restriction. Neither party promises that disclosed information is complete or suitable for a transaction; this does not excuse fraud or override a separate written promise.

9. Governing law and agreement

The parties select the law of [agreed U.S. state] to govern this agreement, subject to applicable federal law and mandatory law that cannot be waived. This clause does not select a court, require arbitration, or waive a right that applicable law protects.

This is the parties’ entire agreement about the covered disclosures and replaces earlier discussions on that subject. Changes must be in writing and agreed by both parties. Written notices go to the addresses above or a replacement address provided in writing and are effective when received. Any unenforceable provision will be limited or severed only as applicable law permits; other provisions remain effective to that extent.

Each person signing for an organization represents that they have authority to bind it. The parties may sign counterparts, including electronic copies, and each should keep the complete signed agreement.

[First party]

First Party / authorized representative

Signature

Date

[Second party]

Second Party / authorized representative

Signature

Date

Bracketed text is a placeholder. Fill in the form and update the preview before creating your PDF.

READ BEFORE YOU SIGN

Know the limits of this template.

A general U.S. starting point, not legal advice or an attorney-reviewed document. State rules and the facts of your transaction may require changes.
Not an employment, severance, settlement or noncompete agreement. Do not use it to silence reports of wrongdoing.
Does not replace privacy, data-processing, health-information or other regulated-data agreements. It does not cover information disclosed before the effective date.

eSignPDF adds a visible signature. It does not verify identity, provide notarization, certify a digital signature, or create an audit trail.

A FEW USEFUL ANSWERS

About this template

What is the difference between a mutual NDA and a one-way NDA?

A mutual NDA gives both parties duties when receiving the other’s confidential information. A one-way NDA protects information flowing from one named disclosing party to one receiving party. Choose the version that matches the actual exchange.

How long should a mutual NDA last?

Choose a period that fits the information and purpose. This draft applies the selected period to each disclosure, with separate protection for information that continues to qualify as a trade secret. The date for sharing new information is a different choice from the confidentiality period.

Does this NDA stop someone reporting unlawful conduct?

No. It expressly preserves protected reporting, attorney consultations and legally protected disclosures, including the federal trade-secret immunity described in 18 U.S.C. § 1833(b). It also excludes restrictions on discussing or reporting sexual assault, sexual harassment and other unlawful conduct.

Can I fill in and sign the mutual NDA online for free?

Yes. Complete the fields, review the generated PDF, then open it in the signing editor. Add your signature and download it, or use a protected request link for another signer. Review the complete agreement with the other party before signing.

An agreement. A head start.

Browse templates

Fill in a general U.S. template, review your PDF, then sign or send it. Your details stay in your browser unless you choose to share.

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General starting points, not legal advice or state-specific forms. Review the terms and get qualified legal advice for your situation.

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PRIVACY, IN PLAIN ENGLISH

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Free mutual NDA template

When to use it

What you’ll need

Your details. Your draft.

Fill in the details

Know the limits of this template.

About this template

Further reading

A signature.
Not a sign-up.

Document.pdf

An agreement. A head start.

Mutual NDA

Freelance agreement

Bill of sale

Three steps. No detours.

Open your PDF

Make your mark

Save it. Or send it.

Your paperwork.
Your business.

Sign it yourself, keep it local

Share only when you choose

No account. No saved workspace.

Free mutual NDA template

When to use it

What you’ll need

Your details. Your draft.

Fill in the details

Know the limits of this template.

About this template

Further reading

Other useful templates

One-way NDA

Freelance agreement

Statement of work

A signature.Not a sign-up.

Document.pdf

An agreement. A head start.

Mutual NDA

Freelance agreement

Bill of sale

Three steps. No detours.

Open your PDF

Make your mark

Save it. Or send it.

Your paperwork.Your business.

Sign it yourself, keep it local

Share only when you choose

No account. No saved workspace.

A signature.
Not a sign-up.

Your paperwork.
Your business.