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

In a mutual NDA both parties share confidential information and both are bound to protect what they receive. In a one-way NDA only the disclosing party shares, and only the recipient is bound. Propper has a one-way version, Non-Disclosure Agreement (One-Way), if that fits better.

Is there an NDA template for employees?

Yes. Employee Non-Disclosure Agreement is written for a company that needs an employee to protect its confidential information. It is a separate template from this mutual one.

Is there a longer, more detailed mutual NDA?

Yes. Mutual NDA (Long Form) adds detailed definitions, a dedicated compelled disclosure section and a remedies section. This template is the shorter version.

When should I send an NDA?

Before the first conversation or document that contains information you want to protect. Signing afterwards leaves a gap.

How long should an NDA last?

There is no single right answer. The term is a field you set in the template, so choose a period that matches how long the information will stay sensitive, and have a qualified professional review it if you are unsure.

Is this template legal advice?

No. It is a customizable starting point, not legal advice. Adjust it to your situation, and have a qualified professional review it if you are unsure it fits.

Sales templates

Mutual Non-Disclosure Agreement (NDA) Template

Free for 14 days on the Business plan, no credit card required.

Two-party mutual NDA covering Confidential Information disclosed in connection with a business relationship.

Use this template See the sample

About This Template

A mutual NDA, also called a mutual non-disclosure agreement or confidentiality agreement, is a contract in which two parties agree to keep each other's confidential information private. It suits situations where both sides will share sensitive material, such as a possible partnership, a joint project, a vendor evaluation or early acquisition talks. Because the duties run both ways, neither side is asked to accept obligations the other avoids.

Sign it before you share anything sensitive. A good NDA says what counts as confidential information, what each party may and may not do with it, which information is excluded (for example, material that is already public), how long the duties last, and which law governs the agreement. It should also state the purpose for which the information is being shared, so use is limited to that purpose.

This template covers those points in plain language. It opens ready to fill in: add the two parties, the purpose, the term and the governing law, generate a PDF and send it for e-signature with Propper. If your situation is different, Propper has other versions, listed below.

What This Template Covers

Effective date
Party A
Party B
Purpose of the disclosure
Term (years)
Governing law
Venue (courts located in)

What to include in an NDA

Name both parties and state the purpose of the disclosure. Define confidential information clearly enough that both sides know what is covered. Set out the obligations: keep the information private, use it only for the stated purpose and share it only with people who need to know it.

List the exclusions, such as information that is already public or that the receiving party already had. Add the term of the agreement and the governing law, then signature lines for both parties.

Which NDA variant fits

Use the Mutual NDA when both parties will share information. Use Non-Disclosure Agreement (One-Way) when only one side discloses and the other receives. Use Employee Non-Disclosure Agreement when a company needs an employee to protect its confidential information. Use Mutual NDA (Long Form) when you want detailed definitions, a dedicated compelled disclosure section and remedies spelled out.

Common mistakes

Signing after the sensitive conversation has already happened. Defining confidential information so broadly or so vaguely that it is hard to apply. Leaving the purpose blank. Using a mutual NDA when only one party is sharing, or a one-way NDA when both are. Forgetting to set a term. Keeping the signed copy somewhere nobody can find it later.

Sign an NDA with Propper

Sign up with Google or a 6-digit email code and start a 14-day free trial, with no credit card. The template opens ready to fill in: complete the party and term details, generate a PDF, and send it for e-signature.

Sample Mutual Non-Disclosure Agreement (NDA)

A sample document with example details. Your template opens with fields ready to fill in.

This template is a customizable starting point, not legal advice. Laws vary by state and situation, so have a qualified attorney review any agreement before you rely on it.

Read the sample as text

!DOCTYPE html

Acme Corp

Mutual NDA

with Globex Inc.

Mutual Non-Disclosure Agreement

Effective DateJanuary 15, 2026

Term3 years

Governing Lawthe State of Delaware

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of January 15, 2026 (the "Effective Date") by and between the parties identified below.

Party A

Acme Corp

Delaware corporation

1 Market St, San Francisco, CA 94105

Party B

Globex Inc.

Delaware corporation

100 Innovation Way, Boston, MA 02110

1. Purpose

The parties wish to explore a potential business relationship in connection with evaluation of a strategic partnership opportunity (the "Purpose"). Each party may share Confidential Information solely to evaluate and pursue the Purpose.

2. Confidential Information

"Confidential Information" means any information disclosed by one party to the other, whether orally, in writing, or by inspection, that is designated as confidential or that reasonably should be understood to be confidential given its nature or the circumstances of disclosure. The party disclosing Confidential Information is the "Discloser" and the party receiving it is the "Recipient".

3. Obligations

Each Recipient shall (a) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care; (b) use it solely for the Purpose; and (c) disclose it only to its employees, contractors, and professional advisors who need to know it for the Purpose and are bound by confidentiality obligations no less protective than those herein. Recipient is responsible for any breach of this Agreement by those persons. Recipient may also disclose Confidential Information to th

4. Exclusions

The obligations in Section 3 do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to Recipient without a duty of confidentiality before disclosure, as shown by Recipient's records; (c) is rightfully received from a third party that owes no duty of confidentiality to Discloser; or (d) is independently developed without use of Confidential Information.

5. Ownership, No License and Return

All Confidential Information remains the property of Discloser. This Agreement grants no license or other right in any Confidential Information except the limited right to use it for the Purpose, and it does not oblige either party to disclose any information or to enter into any further transaction. CONFIDENTIAL INFORMATION IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND. Within 30 days after Discloser's written request, Recipient will return or destroy Discloser's Confidential Information and, on request, confirm this in writing, except for copies Recipient must keep by law or that remain

6. Permitted Disclosures

Nothing in this Agreement prohibits any individual from reporting possible violations of law to, filing a charge with, or participating in an investigation by any government agency (including the SEC, EEOC or NLRB), or from making other disclosures protected by whistleblower law, and no notice to either party is required for those disclosures.

Notice under the Defend Trade Secrets Act (18 U.S.C. 1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an e

7. Term

This Agreement covers Confidential Information disclosed during the 3 years after the Effective Date. Recipient's obligations for each item of Confidential Information continue for 3 years after it is disclosed, except that obligations for any Confidential Information that is a trade secret under applicable law continue for as long as it remains a trade secret.

8. Governing Law and Venue

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles. The state and federal courts located in New Castle County, Delaware have exclusive jurisdiction over any dispute arising out of this Agreement.

9. General

This Agreement is the parties' entire agreement on its subject and supersedes all prior discussions on it. It may be amended or waived only in a writing signed by both parties. Neither party may assign it without the other's prior written consent, except to a successor to all or substantially all of its business or assets. If any provision is unenforceable, the rest remains in effect. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

The parties have executed this Agreement as of the Effective Date.

Party A

Jane Doe

Chief Executive Officer, Acme Corp

Party B

John Smith

Chief Operating Officer, Globex Inc.

How It Works

Step 1
Preview The Template
Review the sample document and the list of details it captures, so you know what you will fill in.
Step 2
Start A Free 14-Day Trial
Choose Use this template and sign up with Google or a 6-digit email code. The trial is on the Business plan, and no credit card is required to start.
Step 3
Fill In, Generate, And Send
The template opens in Propper Gen ready to fill in. Generate your document as a PDF, then send it for eSignature with Propper Sign when you are ready.