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Mutual NDA outline

The topics a two-way confidentiality agreement should cover.

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How to use it

  1. Type the other party, copy the outline, and use it to check a mutual NDA covers each topic.
  2. Replace each [bracket], or take the headings to your own agreement.
  3. Have a professional review the final wording before it is signed.

Mutual NDA outline: [Other party]

Parties

  • [Your business name]
  • [[Other party] legal name]
  • [Date]

What counts as confidential

  • [What each side considers confidential]
  • [What does not count, for example information already public]

How it may be used

  • [The purpose it may be used for, and nothing else]

How long the duty lasts

  • [Number of years]

Returning or deleting information

  • [When and how information is returned or deleted]

If something goes wrong

  • [What happens on a breach]

Governing law

  • [Place]

Signatures

  • [Name, signature and date for each side]

Make it work

Three tips before you send it.

  • This is an outline of topics, not legal wording and not legal advice.
  • Make it mutual unless there is a clear reason it should not be.
  • Keep a signed copy with the client record.

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