Mutual Non-Disclosure Agreement
This template is a Bonterms Mutual Non-Disclosure Agreement (NDA) designed for two parties to exchange confidential information for a defined purpose. It is presented as a balanced, best-practice, and open-source agreement, intended to be implemented and customized via a separate Cover Page rather than through traditional redlining.
Bonterms Mutual NDA
Bonterms Mutual NDA Explainer
If you’re reading this it likely means someone has just proposed using the Bonterms Mutual NDA. We appreciate the opportunity to explain what the Bonterms NDA is all about and why it might be the perfect fit for your situation.
The Bonterms NDA is a Standard Agreement implemented by a Cover Page:
The Bonterms NDA is a Standard Agreement that the parties implement and modify through a Cover Page, not redlines. To use the Cover Page, the parties fill in the Effective Date, Purpose and other Key Terms, specify any changes to the standard terms and sign (see step-by-step guidance here).
We describe the Bonterms NDA as being best-practice, balanced and open source:
Best-practice? The Bonterms NDA was drafted and extensively reviewed and revised by our now 100-member Standard Agreements Committee of in-house and law firm lawyers. They took the task seriously. The Bonterms NDA went through four major drafts and multiple meetings, surveys and discussions across four months.
Balanced? The Bonterms NDA is designed to meet the needs of both parties and not inherently favor either.
Open source? The Bonterms NDA is free to use under CC BY 4.0.
What are the benefits of using the Bonterms NDA?
You skip the battle over whose form to use and move straight to a balanced form that is designed to work for both parties.
We’re here to help.
We stamp every Bonterms open source form “review once, use many”. We hope you will in fact review and use the Bonterms NDA. Either way, we’d love to hear from you and answer any questions you may have at [email protected].
Introduction. This Mutual Non-Disclosure Agreement (“NDA”) is designed to allow each party (“Discloser”) to disclose its Confidential Information to the other party (“Recipient”). To use this NDA, the parties complete and sign a Bonterms Cover Page or other compatible addendum incorporating this NDA (“Cover Page”). Each party is identified on the Cover Page and capitalized terms have the meanings given on the Cover Page or below.
Confidential Information. “Confidential Information” means information (including technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions or know-how) disclosed by or on behalf of Discloser to Recipient in connection with the Purpose, in any form, which (a) Discloser identifies to Recipient as “confidential” or “proprietary” or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Each party’s Confidential Information also includes the existence and status of the parties’ discussions and information on the Cover Page.
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This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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