Free Non-Disclosure Agreement (NDA)
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MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of [effectiveDate] by and between [disclosingParty] ("Disclosing Party") and [receivingParty] ("Receiving Party").
1. PURPOSE. The parties wish to explore the following business opportunity (the "Purpose"): [purpose]. In connection with the Purpose, each party may disclose certain confidential and proprietary information to the other.
2. CONFIDENTIAL INFORMATION. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
3. OBLIGATIONS. The Receiving Party shall (a) hold the Confidential Information in strict confidence, (b) not disclose it to any third party without prior written consent, and (c) use it solely for the Purpose.
4. TERM. The obligations of confidentiality under this Agreement shall remain in effect for [termYears] years from the Effective Date.
5. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of [governingState], without regard to its conflict-of-laws principles.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
DISCLOSING PARTY: [disclosingParty]
Signature: ______________________ Date: __________
RECEIVING PARTY: [receivingParty]
Signature: ______________________ Date: __________
This template is provided for informational purposes only and is not legal advice.
What's inside this NDA
This is a mutual (two-way) Non-Disclosure Agreement covering the definition of confidential information, the receiving party's obligations, the confidentiality term, and the governing-law state. It suits most situations where two businesses or individuals exchange sensitive information before a partnership, investment, or contract — for example sharing financials with an investor or a product roadmap with a vendor.
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NDA questions
Mutual vs one-way NDA — which is this?
This template is a mutual NDA: both parties can disclose and both are bound to protect the other's information. It's the most common form when two businesses evaluate working together.
How long should an NDA last?
Two to five years is typical for general business information. Trade secrets can justify a longer or indefinite term. Set the duration that matches how long the information stays sensitive.
Is an e-signed NDA enforceable?
Yes. Under the ESIGN Act and UETA, an NDA signed electronically is as enforceable as one signed on paper, and Certyneo's audit trail provides evidence of who signed and when.