Non-disclosure agreement (mutual, premium)
This mutual non-disclosure agreement (NDA) protects both parties by providing that neither may disclose the other's confidential information. This is the premium version of our non-disclosure agreement template and as such is more comprehensive than our standard version, incorporating a wider range of provisions and addressing a wider range of circumstances.
When might you want to use this NDA? If two businesses plan to work together, it may be important to safeguard information at the outset. An NDA can help the parties to attain this goal. Inventors seeking a partner or backer and businesses discussing a joint venture are examples of parties who might benefit from this template.
An NDA will help ensure that each party's trade secrets, business plans, product information, proprietary ideas and the like are not stolen or revealed to others. There are, however, limits to what an NDA can achieve. For example, this type of contract will not protect information that becomes public knowledge or is already in the public domain.
Both parties are identified in the NDA, and the term of the agreement is fixed. The parties' confidentiality obligations are specified in separate clauses. These are identical in the template, but may be edited to reflect differences in the positions of the parties. The parties may agree the period of time for which the confidentiality obligations will remain in effect after termination of the contract.
The template NDA includes optional clauses prohibiting public disclosures. If these clauses are included, the parties may agree to specific permitted public disclosures.
Intellectual property rights are not assigned or transferred under this NDA, nor is there any licence of intellectual property rights.
Provisions for termination of the agreement are also included in this NDA, as are provisions relating to severability, breach of contract, changes to the terms of the contract, the transfer of contractual rights, non-enforceability by third parties and limitations of liability.Ask about this document
Non-disclosure agreement (mutual, premium) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- First Partyconfidentiality obligations:First Partyconfidentiality undertaking; disclosure of confidential information byFirst Partyto certain persons; exceptions toFirst Partyconfidentiality obligations; disclosures ofSecond Partyconfidential information mandated by law etc;First Partyto stop using confidential information upon termination;First Partyto delete confidential information following termination;First Partyconfidentiality obligations after termination.
- First Partypublicity obligations: no public disclosures byFirst Party; permitted public disclosures byFirst Party.
- Second Partyconfidentiality obligations:Second Partyconfidentiality undertaking; disclosure of confidential information bySecond Partyto certain persons; exceptions toSecond Partyconfidentiality obligations; disclosures of first party confidential information mandated by law etc;Second Partyto stop using confidential information upon termination;Second Partyto delete confidential information following termination;Second Partyconfidentiality obligations after termination.
- Second Partypublicity obligations: no public disclosures bySecond Party; permitted public disclosures bySecond Party.
- Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use First Partyconfidential information; no licence or limited licence to useSecond Partyconfidential information.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- Termination: termination by either party at will.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.