Initialed logo
Sign up free

Mutual Non-Disclosure Agreement Template

A mutual NDA works best when both companies will open their books — a partnership, a joint bid, or due diligence before an acquisition. Federal law shapes a few clauses no matter which state governs it: the whistleblower-immunity notice that protects your trade-secret remedies, and the limit on gagging harassment claims.

Describe your situation below for a custom contract, add one you already have to review it for risks, or download the free template.

Custom contract for your situation — $4.99 Start free, no credit card

Rules to know

  • Whistleblower immunity notice

    If the NDA covers employees or contractors, include notice of the Defend Trade Secrets Act's whistleblower immunity — without it you lose the right to recover exemplary damages and attorney's fees from them under the Act.

    18 U.S.C. § 1833(b)

  • Harassment claims can't be gagged in advance

    Pre-dispute non-disclosure and non-disparagement clauses are unenforceable against sexual assault and sexual harassment disputes. Several states go further.

    Speak Out Act, 42 U.S.C. § 19401 et seq. (2022)

  • Governing law still matters

    NDAs are similar nationwide, but the state you choose governs how courts read scope and remedies — and some states limit confidentiality clauses that cover workplace misconduct.

Last updated 2026-10-05

Download the free template

Our Mutual Non-Disclosure Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.

Sign in to download the template

Want it written for your situation instead? Describe it in the box above and get a custom contract for $4.99.

What a mutual non-disclosure agreement covers

  • Definition of confidential information and exclusions
  • Permitted use and who may receive it
  • Duration of confidentiality obligations
  • Return or destruction of information
  • Whistleblower immunity notice
  • Remedies, governing law and venue

Already have one? Get it reviewed for risks

Frequently asked questions

What happens if our NDA leaves out the whistleblower immunity notice?
The NDA can still be enforced, but if it covers employees or contractors you lose the right to recover exemplary damages and attorney's fees from them under the Defend Trade Secrets Act. Adding the short notice to the confidentiality clause avoids that.
Can an NDA stop someone from talking about sexual harassment?
Not if the clause was signed before the dispute arose. Federal law makes pre-dispute non-disclosure and non-disparagement clauses unenforceable against sexual assault and sexual harassment disputes, and several states go further.
Which state's law should a mutual NDA choose?
Usually the state where your business is based or where disputes would be heard. NDAs are similar nationwide, but the chosen state's law decides how courts read the scope of confidential information and what remedies are available.
Mutual or one-way NDA — which do I need?
Use a mutual NDA when both sides will share sensitive information. Use a one-way NDA when only you are disclosing, such as when hiring a contractor or pitching an investor who won't share anything back.
How long should confidentiality last?
Two to five years is common for business information. Trade secrets are often protected for as long as they remain trade secrets.
Does an NDA need a whistleblower notice?
If it covers employees or contractors, the federal Defend Trade Secrets Act requires a notice of whistleblower immunity for you to recover exemplary damages and attorney's fees under that Act.

More templates