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Templates · Last reviewed

Free mutual NDA template

IN SHORT

A mutual NDA (non-disclosure agreement) says that both sides keep each other's confidential information private and use it only for a stated purpose, such as discussing a project. This free template covers what counts as confidential, the usual exclusions, how long it lasts, returning files and the US whistleblower notice. Copy it and send it for e-signature. It's general information, not legal advice.

Prices and limits as of .

This template is general information, not legal advice, and no lawyer has reviewed it for your situation. An NDA that protects trade secrets, covers employees or will be enforced in another country deserves a lawyer's review.

A mutual NDA fits the early stage of a freelance relationship: a client wants to show you an unreleased product before you quote, or you're about to share your pricing model and process with a partner. Both sides share, so both sides are bound. If only the client shares, the same text works; it simply protects you less, which is usually fine.

Copy the template

Mutual non-disclosure agreement
MUTUAL NON-DISCLOSURE AGREEMENT

This agreement is between [Party A legal name], [address] and [Party B legal name], [address] (each a "Party"), effective [date].

1. PURPOSE. The Parties want to share information to [evaluate and discuss a possible project for X] (the "Purpose").

2. CONFIDENTIAL INFORMATION. "Confidential Information" is any non-public information one Party (the "Discloser") shares with the other (the "Recipient") for the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential. This includes business plans, prices, client lists, designs, source code, product plans and financial information.

3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidentiality; (c) the Recipient receives from a third party who is free to share it; or (d) the Recipient develops independently without using the Discloser's information.

4. OBLIGATIONS. The Recipient will use Confidential Information only for the Purpose, protect it with at least reasonable care, and share it only with its employees, contractors and advisors who need it for the Purpose and are bound by confidentiality duties at least as protective as these.

5. REQUIRED DISCLOSURE. If the law or a court requires the Recipient to disclose Confidential Information, the Recipient will, where legally allowed, tell the Discloser promptly and disclose only what is required.

6. RETURN OR DELETION. When the Purpose ends, or when the Discloser asks in writing, the Recipient will return or delete the Confidential Information, except copies kept in routine backups or required by law, which stay confidential.

7. TERM. This agreement covers information shared within [1] year of the effective date. The duties in it last [2] years after the information was shared, and for trade secrets, as long as they remain trade secrets.

8. NO LICENSE, NO OBLIGATION. Sharing information gives no license or ownership. Neither Party has to share any particular information or enter into any further agreement.

9. REMEDIES. A breach may cause harm that money can't fully repair, so the Discloser may ask a court for an injunction in addition to any other remedy.

10. WHISTLEBLOWER NOTICE. Under 18 U.S.C. § 1833(b), an individual is not liable under any federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed filing in a lawsuit.

11. GENERAL. This is the whole agreement on this subject. Changes must be in writing and signed by both Parties. It is governed by the laws of [state or country]. Electronic signatures count as originals.

[Party A]: ____________________  Name, title, date
[Party B]: ____________________  Name, title, date

What to check before you sign one

  • The purpose. A narrow purpose ("discussing the website redesign") limits how the other side can use your information too.
  • The term. Two to five years is common for business information. An NDA with no end date is harder to live with and, in some places, harder to enforce.
  • Hidden clauses. NDAs from larger companies sometimes include a non-solicitation, a non-compete or an ownership clause for anything you create. Those don't belong in an NDA; strike them or negotiate them separately.
  • Residuals. A residuals clause lets the other side use what its people remember. If you're the one sharing, ask for it to be removed.
  • One-way or mutual. If only the client's information is protected, ask for a mutual version before you share your own process or prices.

Why the whistleblower notice is there

The federal Defend Trade Secrets Act gives individuals immunity for reporting a suspected violation of law to the government or an attorney. A business that doesn't include a notice of that immunity in a confidentiality agreement with an employee, contractor or consultant can't recover exemplary damages or attorney fees from that person under the Act. If neither side is an individual, the clause does no harm.

Send it for signature, or require it before a document opens

To sign the NDA as a contract, export it as a PDF and send it through SoloWOS E-Signatures: each party signs in order without an account, and you get the signed PDF with an audit trail and a certificate of completion.

If what you really need is confidentiality for one document, such as a pitch deck, a pricing sheet or a proposal, Document Tracking can ask for it at the door. Share the PDF with a tracked link and turn on "Ask them to accept an NDA first". Write your own terms or start from the built-in template. The visitor reads the terms, types their full name and checks a box before the document loads, and the file isn't served until they do. You can download a PDF record of each acceptance with the name, email, time, IP address, device and a SHA-256 fingerprint of the exact text they accepted. You also see who opened the document and how long they spent on each page.

Questions

What's the difference between a mutual and a one-way NDA?
In a one-way NDA, only one side shares information and only the other side has to keep it confidential. In a mutual NDA, both sides share and both are bound. Mutual is the safer default when you'll show your own pricing, methods or client list.
Do I need an NDA before every client project?
No. Many projects don't involve information worth protecting, and a short confidentiality clause in your contract is enough. Use a separate NDA when you need to see sensitive information before there's a contract, such as during a pitch.
Can I sign an NDA electronically?
In the US, generally yes. The ESIGN Act and state UETA laws say a contract can't be denied legal effect just because it's electronic.
Is accepting an NDA on a document link the same as signing a contract?
It's a click-through acceptance: the visitor types their name and agrees to your terms before the document opens, and you keep a record of it. For a high-stakes NDA, a signed agreement through E-Signatures gives you a fuller record.

Sources

Checked on October 18, 2026. Rules and amounts change, so confirm them at the source before you file or sign.

  1. 18 U.S.C. § 1833, exceptions to prohibitions (DTSA immunity and notice requirement)
  2. 15 U.S.C. § 7001, ESIGN Act general rule of validity

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