What Is a Mutual NDA Review? How it Works and Legal Support
A mutual NDA (Non-Disclosure Agreement) is a legal contract in which two parties agree to terms to protect sensitive information that they will share for the purposes of the agreement. By signing the NDA, both parties’ information will be protected from third parties and leaks.
A mutual NDA serves to protect business interests and must be aligned with all legal requirements, such as the different NDA laws in different U.S. states.
Here’s what to know about mutual NDAs, what information they contain and protect, and how to review them for accuracy and legal validity.
What Key Terms are Included in a Mutual NDA Review?
A mutual NDA involves two-way sharing. It’s common for the following essential terms to be included in a mutual NDA:
- Define confidential information. The specific information that must remain confidential needs to be stated so that both parties know what is publicly-known information versus information that must not be shared.
- Purpose. The reason why the mutual NDA was drafted must be clear, such as if the parties are working together on a project.
- Duties and restrictions. Parties’ duties include not using the sensitive information in any way besides its purpose and not making it available to others.
- Duration. This section specifies how long the NDA will last and how either party can terminate it.
- Jurisdiction. The agreement should specify what legal processes should be followed if a dispute occurs.
- Standard of care. The parties are obliged to protect each other’s information with the same care they would use to protect their own.
How Can You Review a Mutual NDA?
To ensure the NDA is fair and transparent, you should review it before signing it. Here are some review tips to consider.
Check Termination Provisions
The mutual NDA should include information about how to terminate the contract, such as if there is a breach. This will prevent you from being locked into an agreement that doesn’t suit your requirements.
Ensure Obligations are Reasonable
Take time to think about the obligations you’ll have under the agreement. These should be realistic and reasonable, such as regarding how you’re supposed to handle the information after the contract ends.
Query Permitted Disclosure
If you work with a team, you’ll want to know if you can legally share the information with them for the purposes of your work. Having clarity on this will prevent you from accidentally violating the agreement.
Fine-tune the Details
You want to dig deeper into the NDA so that all the details are specified. For example, think about if the NDA agreement protects information regardless of how it is communicated, such as if it’s written or verbal. It’s also important to clarify if the information must be labeled as confidential to ensure it’s protected.
Query Post-termination Obligations
Some NDAs can be vague about what happens to the party’s obligations after termination. When the mutual NDA comes to an end, you want to know if you will still have to protect the sensitive information, and how. If you have to continue to protect it, you should query for how long.
Review Data Protection
You should confirm what responsibilities are required to handle and store data safely. There should also be provisions for reporting any data breaches.
Clarify Transferring the NDA
You want to know if you are allowed to assign or transfer the NDA to another person, such as if your company goes through a merger. Getting clarity about this prior to signing the agreement will ensure you avoid future disputes.
How Can a Lawyer Help You with a Mutual NDA Review?
Since a mutual NDA can be complex because both parties have certain obligations, you might want to hire a lawyer to conduct a thorough review of it. Here is how a lawyer can help you.
- A lawyer has the experience to identify any ambiguous language that can expose parties to unnecessary risks.
- They’ll check that all party obligations are reasonable and fair, as well as aligned with industry standards. This prevents a one-sided agreement.
- They’ll ensure the agreement complies with all laws in your state to protect you from legal disputes.
- They’ll clarify all clauses so that you understand everything. This includes unpacking any complex legal or dense language.
- They’ll assess the mutual NDA’s duration so that it won’t lock you in for too long.
- They’ll check the NDA for any clauses that could restrict your future career opportunities, such as non-compete provisions.
- They’ll check that your intellectual property rights are protected and no ownership is implied, which can result in disputes.
- They’ll review the dispute-resolution method outlined in the mutual NDA, so that there is a legal and effective way to deal with any disagreements that arise.
- They’ll suggest clear, easy-to-understand revisions to the agreement to protect your rights and interests.
- They’ll negotiate with the other party to include additional terms that better protect both of you.
Where to Find a Lawyer for a Mutual NDA Review
If you need to find a qualified lawyer to review your mutual NDA, you don’t have to ask everyone around you for recommendations or cold-call traditional law firms. You can connect with a qualified, reliable lawyer on ContractsCounsel, one of the largest online legal marketplaces. All lawyers on the platform are vetted and have the experience to assist you with a comprehensive mutual NDA.
Here’s how to request a review of your mutual NDA.
1. Go to the ContractsCounsel marketplace. Post your request (or project) for a review of your mutual NDA for free.
2. You’ll receive multiple bids from lawyers on the platform.
3. Once you receive the lawyer bids, you can review the lawyers' profiles according to criteria such as their location, client ratings, years of experience, credentials, and field of expertise.
4. Connect with a lawyer you think is best suited to your requirements and hire them for the task.
