Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Mutual Non-Disclosure Agreement (Canada) by OLL
This mutual non-disclosure agreement establishes confidentiality obligations for two parties sharing information while exploring business relationships, investments, or transactions. It is designed for use in Canadian common-law provinces and includes specific provisions for protecting personal information and trade secrets.
MUTUAL NON-DISCLOSURE AGREEMENT
This template is for two parties who will each disclose confidential information to the other — for example, while exploring a possible business relationship, investment, or transaction. Use the companion one-way template if only one party will be disclosing. It is not suitable for use in Quebec.
Drafting notes appear in italics and are to be deleted before execution. Square brackets mark information to be filled in. Delete any inapplicable optional clauses and renumber before execution.
⚠️ This Agreement protects confidentiality only. It does not transfer, assign or license intellectual property, and does not create any obligation to do business with the other Party. If the Parties also want to assign or license intellectual property, or engage one another's services, use a separate agreement in addition to this one.
THIS AGREEMENT is made as of [Date].
BETWEEN:
[Party A Legal Name], [a corporation incorporated under the laws of [Province / Canada] / an individual / a sole proprietorship / a partnership] having its principal place of business at [Party A Address]
("Party A")
— and —
[Party B Legal Name], [a corporation incorporated under the laws of [Province / Canada] / an individual / a sole proprietorship / a partnership] having its principal place of business at [Party B Address]
("Party B")
(each a "Party" and together the "Parties")
WHEREAS the Parties wish to explore, evaluate or carry out [describe the proposed business relationship, transaction or discussions] (the "Purpose"), and in doing so each Party may disclose to the other certain non-public information that the disclosing Party wishes to protect;
NOW THEREFORE in consideration of the mutual covenants below, the Parties agree as follows:
Confidential Information
"Confidential Information" means any information disclosed by a Party (the "Discloser") to the other Party (the "Recipient"), whether before or after the date of this Agreement, in writing, orally, electronically or in any other form, and whether or not marked or identified as confidential, including business plans, financial information, customer and supplier information, pricing, technical information, source code, and personal information.
Confidential Information does not include information that:
is or becomes publicly available through no fault of the Recipient;
was rightfully known to the Recipient, without an obligation of confidentiality, before disclosure by the Discloser;
is rightfully received by the Recipient from a third party without breach of any obligation of confidentiality owed to the Discloser; or
is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information, as shown by the Recipient's contemporaneous written records.
Use and Disclosure
The Recipient will use Confidential Information only for the Purpose.
The Recipient will keep Confidential Information confidential and will not disclose it to any third party without the Discloser's prior written consent, except as permitted by section 2.3.
This is a preview. The full template is free on GitLaw.
About this template
What is this template?
This is a reciprocal confidentiality agreement where both parties are expected to exchange sensitive information. It includes a specific section for Canadian personal information protection and defines trade secret survival periods. It is not intended for use in the province of Quebec.
When should you use it?
Use this when both sides of a business discussion will be revealing trade secrets or financial data. Use the companion one-way non-disclosure template if only one party is disclosing information.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Confidential Information | Defines protected data to include business plans and source code while excluding information independently developed without reference to the Discloser's materials. |
| 2 | Use and Disclosure | Restricts the Recipient to using information only for the specified Purpose and requires third-party recipients to be bound by equivalent confidentiality terms. |
| 3 | Compelled Disclosure | Permits disclosure required by court order provided the Recipient gives prompt written notice to the Discloser before such disclosure occurs. |
| 5 | Personal Information | Obliges the Recipient to handle identifiable individual data in accordance with applicable Canadian privacy legislation and implement appropriate security safeguards. |
| 6 | Term and Survival | Maintains confidentiality obligations for a specified number of years after termination, or indefinitely for information constituting a trade secret. |
| 7 | Return or Destruction | Requires the Recipient to return or destroy all confidential materials upon request, allowing retention only for bona fide backup policies. |
| 10.1 | Governing Law | Subjects the agreement to the laws of a specified Canadian Province and the federal laws of Canada applicable therein. |
Who it's for
- two parties sharing sensitive business data to evaluate a potential investment or transaction in Canada
- Canadian entities requiring specific clauses for compliance with provincial privacy legislation during due diligence
- businesses operating in common-law Canadian provinces excluding Quebec
How long it runs and how it's signed
How long
Runs until the work is done
Stated duration
[the Purpose is concluded / [End Date] / terminated by either Party on [Number] days' written notice to the other]
Notice to end it
[Number] days
Survives the end
Use and Disclosure, Compelled Disclosure, Remedies
Signed by
Party A, Party B
Witness
Not required
Notarisation
Not required
Also needed
delivery of electronic counterparts
Canada note
This version is drafted for Canada. Provinces differ on employment standards and Quebec applies civil law rather than common law. Tell GitLaw which province applies and it adjusts the draft.
Jurisdiction
Canada
Ontario (Canada)
British Columbia (Canada)
Document info
GitLaw document. Document created on Mon Aug 17th, 2026. Last updated on Mon Aug 17th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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