Non-Disclosure Agreement (NDA) - Mutual

A mutual 'Non-Disclosure' Agreement (NDA) is an agreement between parties that need to disclose confidential information to each other and want to ensure that there are contractual obligations on each other to keep confidential information, well, confidential. Read more

What is a non-disclosure agreement?

The basics: A 'confidentiality' or 'non-disclosure' agreement is an agreement between two parties that need to share sensitive information with each other. A mutual NDA, therefore, flows both ways. A well-drafted mutual NDA template will include confidentiality obligations on each party to ensure it keeps the other party's confidential information a secret.

The earlier the better: These agreements are typically entered into during the early stages of a relationship between two parties, for example, before parties discuss the terms of a deal or project of some form.

Avoid ambiguities by agreeing: While, in the UK, someone can be sued for breach of confidence even without a written non-disclosure agreement in place (under what’s called the ‘common law duty of confidentiality’), the purpose of non-disclosure agreements is to ensure that there's no doubt that the parties intended certain information to be treated as confidential and not shared with anyone, other than particular groups of individuals (such as employees and professional advisers).

Why do I need a non-disclosure agreement template?

Your company's confidential information, such as trade secrets, important documents, business know-how or strategies, is invaluable to the success of your business. If your confidential information is leaked or disclosed without your say-so, this could cause major damage to your business - you certainly wouldn’t want this kind of information to fall into the hands of your competitors. For this reason, it's crucial to ensure you have a well-drafted NDA template to be signed by any party you enter into discussions with to ensure both parties' information remains confidential.

What should be considered when drafting a non-disclosure agreement?

What information will be disclosed: Answering this will help you understand what types of information need protecting, and ensure your agreement includes a complete list of what falls under the confidentiality obligations. It is really important that the type of information intended to be covered by the NDA template is well defined.

What isn't confidential information: In addition to setting out the type of information that is confidential, the NDA template should also set out the type of information that isn't considered to be confidential. For example, if certain information is already known to the public (such as info that can quickly be found using Google!), this can’t be made confidential simply by referring to it in the mutual NDA.

What will the confidential information be used for: This will help you to define the purpose of the NDA, alongside deciding what type of NDA is best for your needs (e.g. if you need a mutual NDA template as both parties will be sharing confidential information, or if you only need a one-way NDA template as only one party will be disclosing confidential information).

How long do you want the protection to last: You may want this NDA to be enforceable until a product goes live, or until the information is no longer valuable, but it’s important to consider this prior to all parties signing the agreement. It’s common to see NDA’s used in a commercial negotiation to provide confidentiality obligations to last for somewhere between 1 and 5 years.

What matters does Docue’s NDA template cover?

High-quality model clauses: Docue’s dynamic employment contract template covers, among other things, the following matters:

  • Definition of confidential information;
  • Use of confidential information;
  • Permitted/mandatory disclosure;
  • Ownership of confidential information;
  • Equitable relief;
  • Duration of recipient obligations;
  • Termination; and
  • Return or destruction of confidential information.

Assumptions: The document assumes that English law will apply and that the courts of England and Wales will be the only courts that can resolve any dispute between the parties.

Why Docue?

Created by lawyers: With Docue, you can create a top-quality non-disclosure agreement in minutes. The service includes model clauses designed by business lawyers to help you draft the contract yourself and tailor it to your needs.

Easy and secure: The days of scanning, faxing, and printing NDAs are over, not least for their inefficiency, but also for their lack of next-gen security features. Given the confidential nature of your NDAs, you’ll want to manage, sign, store and access your agreement electronically in one secure place.

Tags: NDA, non-disclosure agreement, mutual NDA, mutual confidentiality agreement, mutual NDA template

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