Free Mutual NDA Template (US) by Common Paper
The Common Paper Mutual Non-Disclosure Agreement (MNDA) is a balanced, plain-language contract for protecting confidential information exchanged between parties exploring potential business opportunities or partnerships. It is part of Common Paper’s widely trusted library of open, lawyer-vetted standard agreements.
Mutual Non-Disclosure Agreement (MNDA)
This Mutual Non-Disclosure Agreement (the “MNDA”) consists of: (1) this Cover Page (“Cover Page”) and (2) the Common Paper Mutual NDA Standard Terms Version 1.0 (“Standard Terms”) posted at commonpaper.com/standards/mutual-nda/1.0. A copy of the Standard Terms is attached for convenience only. Any modifications of the Standard Terms should be made on the Cover Page, which will control over conflicts with the Standard Terms.
Purpose | [purpose of disclosure] |
Effective Date | [effective date] |
MNDA Term | [ ] Expires [mnda period] from Effective Date. [ ] Continues until terminated in accordance with the terms of the MNDA. |
Term of Confidentiality | [ ] [confidentiality period] from the Effective Date, but in the case of trade secrets, until Confidential Information is no longer considered a trade secret under applicable laws. [ ] In perpetuity. |
Governing Law | The laws of the State of [governing law state]. |
Jurisdiction | The state and federal courts located in [court location]. |
Changes to Standard Terms | Fill in, if any. |
Neither party has changed the Standard Terms, except for the details on the Cover Page above. By signing this Cover Page, each party agrees to enter into this MNDA as of the Effective Date.
PARTY 1 | PARTY 2 | |
Signature | ||
Print Name | [party 1 signatory print name] | [party 2 signatory print name] |
Title | [party 1 signatory title] | [party 2 signatory title] |
Company | [party 1 company name] | [party 2 company name] |
Notice Address | [party 1 notice address] | [party 2 notice address] |
Date | [party 1 signature date] | [party 2 signature date] |
Introduction. This Mutual Non-Disclosure Agreement (which incorporates these Standard Terms and the Cover Page (defined below)) (“MNDA”) allows each party (“Disclosing Party”) to disclose or make available information in connection with the Purpose which (1) the Disclosing Party identifies to the receiving party (“Receiving Party”) as “confidential”, “proprietary”, or the like or (2) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure (“Confidential Information”). Each party’s Confidential Information also includes the existence and status of the parties’ discussions and information on the Cover Page. Confidential Information includes technical or business information, product designs or roadmaps, requirements, pricing, security and compliance documentation, technology, inventions and know-how. To use this MNDA, the parties must complete and sign a cover page incorporating these Standard Terms (“Cover Page”). Each party is identified on the Cover Page and capitalized terms have the meanings given herein or on the Cover Page.
This is a preview. The full template is free on GitLaw.
5.0 out of 5 on Google
Read reviewsAs seen in
About this template
What is this template?
This is a bilateral confidentiality agreement that uses a standardized set of terms published by Common Paper. It is not a one-way NDA; it protects disclosures from both signatories equally and specifically includes the 'existence and status' of discussions as confidential. It provides a specific carve-out for trade secrets to remain protected as long as they maintain their legal status.
When should you use it?
Use this when both companies are sharing proprietary information, such as during M&A due diligence or complex vendor evaluations. If only one party is disclosing information, use a One-Way Non-Disclosure Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Introduction | Defines Confidential Information as data marked confidential or reasonably understood as such, specifically including technical designs, roadmaps, pricing, and security documentation. |
| 2 | Use and Protection of Confidential Information | Restricts the Receiving Party to using information solely for the Purpose and mandates protection using at least a reasonable standard of care. |
| 3 | Exceptions | Excludes information from protection if it was already rightfully known, independently developed, or obtained from a third party without restrictions. |
| 5 | Term and Termination | Allows either party to terminate the MNDA for any or no reason upon written notice to the other party. |
| 6 | Return or Destruction of Confidential Information | Obliges the Receiving Party to destroy or return information upon request, with an exception for standard backup or record retention policies. |
| 8 | Disclaimer | Provides all information 'as is' and expressly disclaims implied warranties of merchantability and fitness for a particular purpose. |
| 10 | Equitable Relief | Entitles the Disclosing Party to seek an injunction because monetary damages may be insufficient for a breach of confidentiality. |
Who it's for
- two commercial entities exploring a potential business partnership involving the exchange of technical roadmaps or pricing
- parties requiring a modular agreement where standard terms are fixed and variable details are isolated on a cover page
- businesses operating under Delaware law who need to protect trade secrets indefinitely while limiting other confidentiality to 3 years
How long it runs and how it's signed
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.