Non-Disclosure Agreement (Mutual) Format & Template
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What is a Non-Disclosure Agreement (Mutual)?
A non-disclosure agreement (NDA), or confidentiality agreement, is a contract in which the parties agree to keep information they share private and to use it only for an agreed purpose. This is the mutual version: both sides disclose confidential information and both are bound by the same obligations.
Mutual NDAs are typical where two businesses are exploring a deal together — a partnership, a joint venture, a supply arrangement or an acquisition — and each needs to see the other’s information before deciding.
When to use it
- Two companies are discussing a partnership, joint venture or collaboration and will exchange business information.
- You are evaluating a vendor or client relationship where both sides share pricing, processes or data.
- Founders or potential co-founders are sharing plans before formalising the business.
- Negotiations for an acquisition or investment where due diligence runs in both directions.
What you'll need
Keep these details ready — the form asks for them in this order.
Basics
Effective date
Parties
First party · First party address · Second party · Second party address
Terms
Purpose of disclosure · Confidentiality term · Governing city/jurisdiction
How it works
Enter both parties
Legal names and addresses of both parties — the company name if a business is contracting.
Describe the purpose
What the information is being shared for, so its use can be limited to that purpose.
Set the term and governing law
How long the confidentiality obligation lasts and which courts have jurisdiction.
Preview, pay and download
Review the full draft, pay ₹299 and download it for signature.
How to make it legally valid
- Signed by both parties, by an authorised signatory where the party is a company.
- Stamp duty as your state prescribes for an agreement — often a modest fixed amount; an unstamped agreement may not be admissible in evidence until duty and penalty are paid.
- A clear definition of confidential information, with the standard exclusions (already public, independently developed, lawfully received from others).
- Confidentiality obligations are enforceable under the Indian Contract Act, 1872; a clause that stops someone working or trading after the relationship ends is a different matter and is generally void under Section 27.
Common mistakes to avoid
- Defining confidential information so broadly that it covers everything, which weakens enforcement.
- Leaving out the purpose, so there is no limit on how information may be used.
- Adding post-relationship non-compete terms to an NDA — generally unenforceable in India.
- Choosing the one-way form when both sides will in fact be sharing information.
Ready to prepare your Non-Disclosure Agreement (Mutual)?
₹299 · live preview before you pay
Only one side is sharing confidential information? See the one-way NDA
This is a self-help template for common situations — it is not legal advice and LawMitran is not a law firm. Need help with your non-disclosure agreement (mutual)? Find a corporate law lawyer · Legal documents FAQs.