Mutual Non-Disclosure Agreement (Mutual NDA)

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Parties & Purpose›Definition of Confidential Information›Obligations of Receiving Party…

Parties & Purpose13 questions

1. What type of business entity is the company entering into this document?

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2. First party full legal name (Party A)

3. What type of legal person or entity is Party A?

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4. Party A notice address

5. Who will sign for Party A?

6. Second party full legal name (Party B)

7. What type of legal person or entity is Party B?

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8. Party B notice address

9. Who will sign for Party B?optional

10. Agreement effective date

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11. Has either party already disclosed confidential information before the NDA will be signed?

12. What is the specific business purpose for sharing confidential information?

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13. What is the primary context for this NDA?

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Definition of Confidential Information5 questions

14. How should confidential information be identified or deemed confidential?

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15. How may confidential information be disclosed under this NDA?

16. Should Party A and Party B have different categories of protected confidential information?

17. May either party disclose confidential information it received from a third party (such as customers, affiliates, or portfolio companies)?

18. Should the NDA be truly symmetric, or do the parties have different scopes of disclosure?

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Obligations of Receiving Party8 questions

19. What protection standard must each receiving party use for the other's confidential information?

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20. Which representatives may receive confidential information on a need-to-know basis?

21. Is each receiving party responsible for breaches by its permitted representatives?

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22. Must permitted representatives be bound by written confidentiality obligations at least as protective as this NDA before receiving confidential information?

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23. Should use of confidential information be strictly limited to the stated purpose?

24. May a receiving party make copies, extracts, analyses, notes, models, summaries, or derivative materials from confidential information?

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25. Will either party disclose any of the following categories of sensitive or regulated information?

26. Should a receiving party be required to notify the disclosing party upon discovering unauthorized access, use, or disclosure of confidential information?

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Standard Exclusions3 questions

27. Should any non-standard changes be made to the customary exclusions from the definition of confidential information?

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28. Are any non-standard carve-outs needed - such as feedback, aggregated data, public filings, or information disclosed by affiliates?optional

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29. What evidence standard should apply to the independent-development exclusion?

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Compelled Disclosure1 question

30. What procedure applies when a party is legally compelled to disclose confidential information?

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Term & Duration2 questions

31. During what period may disclosures be made under this NDA?

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32. How long do confidentiality and non-use obligations survive after the disclosure period ends or the NDA is terminated?

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Trade Secret Protection2 questions

33. Should trade secrets be protected indefinitely, even after the NDA term and survival period expire?

34. Will this NDA be signed by, or imposed on, any employee, contractor, consultant, or individual service provider?

Return or Destruction of Materials3 questions

35. Upon request or at the end of the NDA, what must a receiving party do with confidential materials?

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36. What events trigger the return or destruction obligation?

37. Should an exception apply to archived backup copies that cannot be practically deleted?

No License Grant4 questions

38. Should the NDA expressly state that no intellectual property license is granted?

39. Should the NDA disclaim that confidential information is shared "as-is" without warranties of accuracy or completeness?

40. Will either party provide feedback, suggestions, or improvement ideas during the evaluation, and how should those be treated?optional

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41. Should the NDA expressly state that neither party is obligated to proceed with any transaction, partnership, investment, or deal?

Residuals Clause1 question

42. Should a residuals clause be included?

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Remedies & Injunctive Relief2 questions

43. Should the NDA include an injunctive relief acknowledgment - each party agrees that breach would cause irreparable harm and that money damages alone are inadequate?

44. What remedies should be available for breach?

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Additional Protections6 questions

45. Should the agreement include an employee non-solicitation covenant?

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46. Should the receiving party be prohibited from reverse engineering, decompiling, disassembling, or testing confidential materials such as software, hardware, samples, or prototypes?optional

47. Should either party be prohibited from using the other's name, logo, trademarks, or the existence of the discussions in any publicity or announcement?

48. Will the NDA need to address restrictions on export-controlled, sanctions-sensitive, or cross-border technical information?optional

49. How should affiliates and subsidiaries of each party be treated?

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50. Under what circumstances may a party assign its rights and obligations under this NDA?

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General Provisions & Governing Law10 questions

51. What law governs this agreement?

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52. How should disputes be resolved?

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53. In which county and state (or city and country) should disputes be litigated or arbitration be seated?

54. What methods are permitted for formal notices under the NDA?

55. Should this NDA supersede any prior confidentiality agreements or discussions between the parties on this topic?

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56. How may this NDA be amended or waived?

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57. Should the agreement include a severability and judicial-reformation clause?

58. Will affiliates or third-party information owners have independent enforcement rights under the NDA?optional

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59. How may the parties execute this NDA?

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60. Will this document be signed electronically?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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