NDA Template: Key Terms & Benefits
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Used for requiring one-party to keep information confidential. Purchase comes in an MS word document that has fields to fill in by user, including Disclosing Party Name & Address, Receiving Party Name & Address, Business Purpose of NDA, and State where NDA will be governed.
Clauses include:
- Confidential Information
- Exclusions from Confidential Information
- Obligations of Receiving Party
- Return or Destruction of Confidential Information
- Remedies
- Term
- Relationship
- No Warranties or Representations
- Waiver
- Severability
- Governing Law
- Entire Agreement
- Assignment
- Headings
- Counterparts
As an attorney with over a decade of practical legal experience, I created this Mutual Non-Disclosure Agreement (NDA) template for use in various business transactions and engagements.
Overview of the Mutual NDA (Business) Template
For context, an NDA is a binding contractual agreement that requires the signing parties to keep specific types of information confidential. A Mutual NDA is often used when both parties involved in a transaction want to protect the confidentiality of certain information.
When someone signs an NDA and subsequently receives confidential information, the NDA serves as a memorialized record expressly agreeing that the parties will not reveal or share confidential information to any unauthorized individual, or organization. If the recipient of confidential information violates the NDA by failing to retain the private-nature of the information, then there may be grounds for you to pursue damages through a lawsuit.
What Is Included in the Mutual NDA Template
My mutual NDA template is customizable to your particular business transaction. The mutual NDA template is helpful since it provides guidance on what elements need to be incorporated into the agreement and offers tips on how to craft certain provisions. For example, the mutual NDA template devotes a section to identifying the parties involved in the transaction and sets forth the importance of preventing the unauthorized disclosure of confidential information. The template contains a modifiable section that specifically defines what is considered confidential information, along with a modifiable section that allows you to identify types of non-confidential information.
The mutual NDA template sets forth the obligations of the party that receives confidential information, such as an affirmative requirement to protect and safeguard the confidentiality of the Disclosing Party's confidential information, an affirmative requirement to not disclose confidential information to other individuals or entities, and so forth. The template mutual NDA also provides clear instructions for the return or destruction of confidential information.
The mutual NDA template describes the remedies that may be pursued, in the event the receiving party breaches the NDA, along with the term (i.e. timeframe) of the NDA. The template mutual NDA also contains important legal provisions such as the relationship between the parties, the fact that no warranties or representations are made as a result of the NDA, the relevant state law that will govern the terms of the NDA, and stipulations for assigning the agreement.
The mutual NDA also contains a severability clause, which is helpful since the clause sets forth that, in the event any provision of this Agreement is held by a court of other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.
Who Should Use the Template Mutual NDA
The mutual NDA template can be used in a variety of situations. Nevertheless, this particular template is best suited in the context of a business relationship or transaction where confidential information is being shared between the parties.
Benefits of Using the Mutual NDA Template
There are many benefits associated with a mutual NDA. For example, an NDA can help legally protect trade secrets and other proprietary information, it can help establish trust and candor between the parties, it can prevent the theft of intellectual property, it can provide evidence of the other party's contractual obligation to keep certain information confidential, and it helps memorialize the confidential nature of the information described in the NDA.
If your mutual NDA is breached, you may need to consider pursuing litigation. If that situation arises, having an experienced lawyer by your side can pay dividends. My legal services are available.
Clauses include:
- Confidential Information
- Exclusions from Confidential Information
- Obligations of Receiving Party
- Return or Destruction of Confidential Information
- Remedies
- Term
- Relationship
- No Warranties or Representations
- Waiver
- Severability
- Governing Law
- Entire Agreement
- Assignment
- Headings
- Counterparts
An NDA is a legal agreement between parties to keep certain information secret. By drafting this agreement with someone you’re working with, you can maintain the privacy of your business information and prevent anyone from using it for their own benefit.
You can purchase a drafted NDA template from ContractsCounsel, a platform that connects clients with vetted lawyers for contract review and drafting.
Benefits of Buying an NDA on ContractsCounsel
When you purchase an NDA template from ContractsCounsel, you’ll receive a link to download it to your device. The process is fast and stress-free. Other benefits of purchasing it include:
- It’s drafted by a professional. A vetted, experienced lawyer drafts the NDA.
- It’s editable. You can customize the NDA according to your business requirements.
- It can be followed by hiring a lawyer. If you have queries or want legal review, you can hire the lawyer who drafted the NDA.
- It’s affordable. You can purchase an NDA template for between $29 to $149.99.
What’s in an NDA Template on ContractsCounsel
At the start of the NDA agreement, you’ll fill out information about when the contract starts and who it’s between: the Disclosing Party and Receiving Party. You can also add the purpose of the NDA, such as that you’re entering into a business relationship.
When you download an NDA template on ContractsCounsel, here are some clauses and terms that are included in it.
Confidential Information
The disclosing party shares sensitive information about their business, products and/or services. They maintain all rights to the confidential information and the Receiving Party has no rights.
Exclusions from Confidential Information
This clause in the agreement specifies what information is not considered confidential information, so there’s no confusion between parties.
Obligations of Receiving Party
The Receiving Party agrees to safeguard and protect the confidential information, and not use it or allow it to be used by others. They also agree not to disclose it to any other person or entity, unless specified.
Return or Destruction of Confidential Information
During and after the NDA, the Receiving Party agrees to return all information and forms of content to the Disclosing Party. Alternatively, they agree to destroy it and certify in writing that it’s been destroyed.
Remedies
If the Receiving Party is about to break the agreement, the Disclosing Party is allowed to stop them immediately by getting legal protection, without having to pay security beforehand.
Term
This clause specifies how long the agreement will last, unless the Disclosing Party terminates it. You should also specify for how many years after agreement termination the Receiving Party needs to maintain their obligations, such as five years.
Relationship
Neither party is under legal obligation to enter into other contracts or deals with each other, except for what the agreement specifically mentions.
No Warranties or Representations
This section explains that the Disclosing Party, who doesn’t have to disclose information they don’t wish to, is not liable to the Receiving Party for anything resulting from the use of the information.
Governing Law
The NDA is interpreted according to laws of a specific state, and both parties must submit to state jurisdiction and federal courts in that state.
Entire Agreement
This agreement prevails over any prior communications and can only be amended in writing.
Do You Need an NDA Template?
If you need an NDA, purchase an NDA template from ContractsCounsel. By being drafted by a vetted, experienced lawyer, your NDA template will be comprehensive and legal, giving you peace of mind.
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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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Meet some of our NDA Template Lawyers
Jo Ann J.
Jo Ann has been practicing for over 20 years, working primarily with high growth companies from inception through exit and all points in between. She is skilled in Mergers & Acquisitions, Contractual Agreements (including founders agreements, voting agreements, licensing agreements, terms of service, privacy policies, stockholder agreements, operating agreements, equity incentive plans, employment agreements, vendor agreements and other commercial agreements), Corporate Governance and Due Diligence.
"Greatly appreciate Jo Ann's responsiveness and quick turnaround. Brought an incredible amount of knowledge and experience to a project I have little experience in."
Stephen R.
Steve Reich is licensed to practice in both New York and Massachusetts and is based in Boston. He assists with environmental litigation and other complex litigation and heads the firm's intellectual property practice, including copyright and trademark registration and protection. Other practice areas include commercial contract drafting and civil litigation.
"Stephen was responsive, clear, and candid. He turned the work around quickly, welcomed my input, and offered honest, practical advice throughout. I would gladly hire him again."
Grace C.
Grace C.
I’m Grace E. Carlson, an intellectual property & transactional attorney, founder of aTMospheric IP, LLC, with over 6 years of combined law firm and in-house experience. I help businesses, startups, creators, and entrepreneurs draft, review, and negotiate commercial contracts while protecting their brands and innovations. My expertise includes SaaS agreements, MSAs, NDAs, licensing contracts, vendor and partnership agreements, as well as comprehensive trademark strategy, copyright matters, AI-related IP issues, and technology transactions. I’ve supported global companies including Robinhood, Iron Mountain, and Microsoft, and provided flexible in-house counsel through Axiom Law across fintech, SaaS, consumer goods, and data center industries. Known for translating complex legal issues into clear, practical solutions, I focus on delivering contracts that reduce risk, support go-to-market strategies, and scale with your business. Whether you need a custom SaaS agreement, trademark-integrated contracts, or AI compliance review, I provide responsive, business-minded counsel. Bar Admissions: Washington (2020) & Oregon (2021) J.D., Seattle University School of Law Let’s get your contracts and IP protections done right — efficiently and effectively.
"Grace was very easy to work with on this project. Extremely knowledgeable about the topic and gave great advice. Grace gave us a product that we are able to implement quickly! Thank you for your hard work!"
Ricardo A.
Ricardo Aponte Parsi is a real estate and corporate counsel with a 22+-year track record of assessing risk, managing litigation, and building compliance systems to protect organizational interests. Trusted business partner and problem solver, dedicated to delivering exceptional results that advance business objectives through preventive counseling, strategic risk management, and shrewd advocacy. Collaborative team leader and project manager who builds relationships, leads change, and communicates effectively with private and public stakeholders. He obtained a bachelor's degree from Syracuse University (1994) with a major in International Relations and his law degree from the Interamerican University of Puerto Rico School of Law (2000). In May 2014, he completed a Master of Laws from Northwestern University School of Law and a Certificate in Business Administration from IE Business School in Madrid, Spain. In 2018, he completed a second LL.M. at Georgetown University Law School in Securities and Financial Regulation. In 2022, he completed a certification in Privacy Law from Seton Hall University School of Law. He was president of the Board of the Puerto Rico Education Council, the licensing agency for the Commonwealth, and is currently the Chairman of the Board of Trustees of the San Juan Community College. Since November of 2024, he has worked as an attorney-advisor for the United States Air Force Installations, Energy and Environmental Law Division (SAF/GCN) at Lackland Air Force Base, in San Antonio, Texas.SAF/GCN provides legal and policy advice to members of the Secretariat, the Air Staff, and the Space Staff on virtually all matters relating to the Department’s 180 installations, nearly 10 million acres of real estate, Base Realignment, and Closure; annual $7 billion installation and operational energy budgets; annual multibillion-dollar military construction program; $8.3 billion military privatized housing portfolio; programs for environmental planning, compliance, and restoration and natural and cultural resources management; and programs for safety and occupational health. The Division advises the Center of Excellence for Environment, Facilities, and Installations and the Energy, Environmental, and Installations Directorates within the Air Force Civil Engineer Center. Experienced with estate planning, wills, trusts, prenuptial agreements and powers of attorney.
"Ricardo helped me document the change from a single member LLC to a multi-member LLC. He was helpful along the way informing me of topics to consider and when to seek CPA advice. Highly recommend."
Michael B.
Michael has extensive experience advising companies from start-ups to established publicly-traded companies . He has represented businesses in a wide array of fields IT consulting, software solutions, web design/ development, financial services, SaaS, data storage, and others. Areas of expertise include contract drafting and negotiation, terms of use, business structuring and funding, company and employee policies, general transactional issues as well as licensing and regulatory compliance. His prior experience before entering private practice includes negotiating sales contracts for a Fortune 500 healthcare company, as well as regulatory compliance contracts for a publicly traded dental manufacturer. Mr. Brennan firmly believes that every business deserves a lawyer that is both responsive and dependable, and he strives to provide that type of service to every client.
"I'm a solo developer launching my first app and needed privacy, terms, and disclaimer documents done properly. Mike delivered all three and they were thorough — the disclaimer in particular covers the specific ways an alarm app can fail, which is exactly the risk I needed addressed. What stood out was the follow-through. When I found a typo in one of the paragraphs he'd written, he confirmed the correction the same day and made a point of saying I could reach out again in the future. He was responsive throughout and easy to work with, and he clearly understood what a small software business actually needs rather than handing over boilerplate. If you're a small developer or single-member LLC trying to get your legal documents right before launch, I'd recommend him."
Davis S.
Davis founded DLO in 2010 after nearly a decade of practicing in the corporate department of a larger law firm. Armed with this experience and knowledge of legal solutions used by large entities, Davis set out to bring the same level of service to smaller organizations and individuals. The mission was three-fold: provide top-notch legal work, charge fair prices for it, and never stop evolving to meet the changing needs of clients. Ten years and more than 1000 clients later, Davis is proud of the assistance DLO provides for companies large and small, and the expanding service they now offer for individuals and families.
"Amazing work! I am so pleased that I was able to get my contracts in order so quickly! I feel very confident sending my contracts to future clients now!"
August 13, 2020
Jaren J.
Real Estate and Business lawyer.
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Browse Lawyers NowLawyer Reviews for NDA Template Projects
Review Nondisclosure Agreement
"Allen was great. Got right to the heart of what I needed answers for, and gave those answers in a way I could clearly understand."
Reply From Allen L.
Thank you so much — that is exactly what I aim for with every engagement. I am glad the NDA review gave you what you needed in a way that was clear and actionable. It was a pleasure working with you. -Allen
View MoreNDA review for Application Beta Testing
"Thanks Ralph!"
Drafting of Confidentiality / NDA Agreement for Certification Organization Committees
"Dolan was very helpful in creating a confidentiality agreement and NDA for committee members. He was responsive, answered my questions and was able to create the necessary document that worked for my organization."
Nondisclosure Agreement Review
"Great work, fast turn-around time, and on budget. Can recommend 100%"
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
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ContractsCounsel User
Business Purchase Non Disclosure Agreement
Location: Colorado
Turnaround: Less than a week
Service: Drafting
Doc Type: Non-Disclosure Agreement
Number of Bids: 8
Bid Range: $700 - $1,500
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