Mutual NDA (AU) by OLL
Protect confidential information shared between two businesses exploring a joint venture, investment, or reseller arrangement in Australia. Both parties agree to use disclosed data only for a defined purpose and to maintain security standards, including restrictions on using information in artificial intelligence tools. It contains specific options for protecting trade secrets indefinitely and managing personal information sharing under the Privacy Act.
MUTUAL NON-DISCLOSURE AGREEMENT (AUSTRALIA)
Governed by the law of the Australian State or Territory chosen in Clause 11
Note: Use this Agreement when two businesses will share confidential information with each other, for example while exploring a joint project, a supply or reseller arrangement, an investment or a sale, and each needs its information protected. It suits Australian companies and sole traders. Complete every yellow field, keep one Option in each Option block and delete the others, then check Schedule 1. If only one Party will share information, use a one-way agreement instead (see the note above the signing blocks).
This Mutual Non-Disclosure Agreement (the "Agreement") is made on [effective date] (the "Effective Date") between:
(1) [legal name of party a] ([acn or abn of party a]) of [registered office or principal place of business of party a] ("Party A"); and
(2) [legal name of party b] ([acn or abn of party b]) of [registered office or principal place of business of party b] ("Party B").
Party A and Party B are each a "Party" and together the "Parties".
Note: For a company, use its full name as registered with ASIC, its ACN and its registered office. For a sole trader, use the individual's full name (a business name on its own is not a legal person), their ABN and their principal place of business. If a Party signs as trustee of a trust, add "as trustee for" and the name of the trust after its legal name. Type the number with its label, for example "ACN 123 456 789" or "ABN 12 345 678 901", so the document says which it is.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement:
"Business Day" means a day other than a Saturday, Sunday or public holiday in the capital city of the State or Territory whose law governs this Agreement under Clause 11.1.
"Confidential Information" has the meaning given in Clause 2.
"Disclosing Party" means, for any Confidential Information, the Party that discloses it or on whose behalf it is disclosed.
"Government Agency" means any government, or any governmental, semi-governmental, administrative, regulatory or judicial body, department, commission, authority, tribunal or agency, in Australia or elsewhere.
"Personal Information" has the meaning given in section 6(1) of the Privacy Act.
"Privacy Act" means the Privacy Act 1988 (Cth).
"Purpose" means [purpose (e.g. evaluating and negotiating a proposed reseller arrangement between the parties)].
"Receiving Party" means, for any Confidential Information, the Party that receives it, directly or through its Representatives.
"Related Body Corporate" has the meaning given in section 9 of the Corporations Act 2001 (Cth).
"Representatives" means, for a Party, its Related Bodies Corporate and the directors, officers, employees, contractors and professional advisers of that Party and of its Related Bodies Corporate.
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About this template
What is this template?
This document is a bilateral agreement for the mutual exchange of sensitive commercial data under Australian law. It is not a one-way NDA and includes specific clauses for Australian Privacy Principles compliance and protection of trade secrets.
When should you use it?
Use this agreement when two parties in Australia are both disclosing sensitive data to each other, such as during M&A due diligence. Use a one-way non-disclosure agreement if only one party is sharing information.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Definitions and Interpretation | Defines Business Day based on the capital city of the governing State or Territory and incorporates the Privacy Act 1988 (Cth). |
| 2 | Confidential Information | Offers choices between protecting all information marked as confidential or only information confirmed as confidential in writing within 10 Business Days. |
| 3 | Confidentiality Obligations | Prohibits entering Confidential Information into artificial intelligence tools or services without prior written consent. |
| 5 | Protected Disclosures | Ensures the agreement does not restrict disclosures that qualify for protection under Part 9.4AAA of the Corporations Act 2001 (Cth). |
| 6 | Personal Information | Requires compliance with the Australian Privacy Principles and provides a two Business Day notice period for data breaches. |
| 7 | Ownership, No Warranty and No Commitment | States that Confidential Information is provided as it stands without warranties regarding accuracy or completeness. |
| 8 | Term, Termination and Return of Information | Provides optional indefinite protection for Trade Secrets while general confidentiality obligations continue for a stated period after the agreement ends. |
| 11 | Governing Law and Jurisdiction | Offers jurisdiction options for New South Wales, Victoria, or another specified Australian State or Territory. |
| 12.8 | Trustee | Limits liability to trust assets when a party signs in its capacity as a trustee of a trust. |
Who it's for
- two Australian companies exploring a joint venture or reseller arrangement
- an Australian sole trader sharing product plans with a potential investor
- businesses needing to restrict information use in artificial intelligence tools
- parties sharing trade secrets that require protection beyond a fixed term
How long it runs and how it's signed
Law it's drafted under
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