Mutual Non-Disclosure Agreement (NDA)
A two-way confidentiality agreement for England and Wales, for when both sides will share confidential information — exploring a partnership, a joint venture, an investment or a supply deal.
Applies in England and Wales. General information, not legal advice — talk to a lawyer about your situation.
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A mutual NDA lets two parties talk openly about a possible deal while each promises to keep the other’s confidential information secret and use it only for that discussion. Use it when information flows both ways; if only you are sharing, a one-way NDA is simpler.
This template follows the law of England and Wales.
When to use it
- Exploring a partnership, joint venture or collaboration with another business.
- Sharing product plans, pricing or customer information with a potential supplier or distributor.
- Early talks with an investor or buyer where both sides share financial information.
How it works
- Enter both parties — Use each party’s exact legal name. For a company, add its company number and registered office from Companies House.
- Describe the purpose — The information can only be used for this purpose, so describe the actual discussion — not just “business”.
- Choose how long it lasts — Pick how long information shared will be covered, and how long it must then stay confidential.
- Sign — Both parties sign before anything confidential is shared.
Making it valid
- No notary, witness or stamp is needed. Both parties sign — on paper or with an electronic signature — and each keeps a copy.
- A company should sign through a director or another person authorised to sign for it.
- Sign before the confidential information is shared — an NDA signed afterwards may not protect what was already disclosed.
Common mistakes
- Describing the purpose too vaguely, which makes it hard to show the information was misused.
- Sharing information before the NDA is signed.
- Using an individual’s name when the contract should be with their company.
Questions
- Is an NDA legally binding in England and Wales?
- Yes. An NDA is a contract. If one party uses or discloses confidential information in breach of it, the other can claim damages and may ask the court for an injunction to stop further misuse.
- Does an NDA need to be witnessed?
- No. It only needs to be signed by both parties, on paper or electronically.
- Can an NDA stop someone reporting wrongdoing?
- No. An NDA cannot lawfully prevent someone from reporting a crime, making a protected disclosure (whistleblowing) or cooperating with a regulator or the police.
- Mutual or one-way?
- Choose mutual when both parties will share confidential information. If only one side shares, a one-way NDA is shorter and clearer.