Mutual NDA (New Zealand) by OLL
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MUTUAL NON-DISCLOSURE AGREEMENT (NEW ZEALAND)
Governed by New Zealand law
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 New Zealand 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] ([company number or nzbn of party a]) of [registered office or principal place of business of party a] ("Party A"); and
(2) [legal name of party b] ([company number or nzbn 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 it appears on the Companies Register, its company number or New Zealand Business Number (NZBN) and its registered office. For a sole trader, use the individual's full name (a trading name on its own is not a legal person), their NZBN if they have one, and their principal place of business. Type the number with its label, for example "company number 1234567" or "NZBN 9429 0412 3456 7", so the document says which it is. If a Party signs as trustee of a trust, add "as trustee of" and the name of the trust after its legal name. If a Party is a limited partnership, use the partnership's registered name and number, and its general partner signs for it.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement:
"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, regulatory, administrative or judicial body, department, commission, authority, tribunal, court or agency, in New Zealand or elsewhere.
"Personal Information" has the meaning given to "personal information" in section 7(1) of the Privacy Act.
"Privacy Act" means the Privacy Act 2020.
"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 Company" means, for a Party that is a company, a company related to it within the meaning of section 2(3) of the Companies Act 1993.
"Representatives" means, for a Party, its Related Companies and the directors, officers, employees, contractors and professional advisers of that Party and of its Related Companies.
This is a preview. The full template is free on GitLaw.
Establish a mutual confidentiality framework between two New Zealand-based businesses to protect shared information during commercial discussions. It includes specialized options for handling Personal Information under the Privacy Act 2020 and specific protections for Trade Secrets.
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About this template
What is this template?
This is a mutual confidentiality agreement designed specifically for the New Zealand legal landscape. It contains distinct options for protecting general confidential information versus long-term trade secrets and incorporates specific privacy breach notification duties from the Privacy Act 2020. It is not a one-way NDA or a deed.
When should you use it?
Use this when both parties will disclose sensitive data during commercial negotiations in New Zealand. Use a 'one-way agreement' instead if only one party is sharing information.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Clause 3 | Confidentiality Obligations | Each Receiving Party must use Confidential Information only for the Purpose and must not enter it into any artificial intelligence tool. |
| Clause 5 | Protected Disclosures | No provision prevents a Party from making a protected disclosure under the Protected Disclosures (Protection of Whistleblowers) Act 2022. |
| Clause 6 | Personal Information | Parties must comply with the Privacy Act 2020 and provide notification of data breaches within 2 Working Days. |
| Clause 7 | Ownership and No Warranty | Disclosing Parties retain all intellectual property rights and provide information without any warranty regarding accuracy or completeness. |
| Clause 8.1 | Term and Termination | The agreement continues until written notice is given or the stated [term of the agreement] period expires. |
| Clause 8.2 | Duration of Obligations | Confidentiality survives for a specified [confidentiality period] after the agreement ends, or indefinitely for identified Trade Secrets. |
| Clause 8.4 | Retained Information | A Receiving Party may keep information held in automatic electronic back-up systems from which it cannot reasonably be deleted. |
Who it's for
- two New Zealand businesses exploring a joint project or supply arrangement
- New Zealand companies sharing trade secrets such as source code or customer databases
- sole traders in New Zealand needing mutual protection for sensitive business information
How long it runs and how it's signed
Law it's drafted under
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