NDA Template (Mutual & One-Way) – Complete Guide + Examples

A Non‑Disclosure Agreement protects sensitive information during early evaluations, prototypes, fundraising, and vendor discussions. Below are lean templates + how to adapt scope and survival clauses.

1. Mutual NDA Skeleton

MUTUAL NON-DISCLOSURE AGREEMENT
Effective Date: {{DATE}}
Parties: {{PARTY A}} & {{PARTY B}} collectively "Parties".

1. Purpose
Evaluate a potential business relationship concerning {{HIGH-LEVEL DESCRIPTION}}.

2. Confidential Information
Any non-public information disclosed marked or reasonably understood as confidential.

3. Exclusions
Information that is: (a) public without breach; (b) independently developed; (c) rightfully received from third party; (d) required by law (notice given).

4. Obligations
Use only for Purpose; safeguard with reasonable care; limit access to need-to-know personnel.

5. Term & Survival
Disclosure period: {{X}} months. Confidentiality survives {{Y}} years from each disclosure.

6. Ownership
No license granted; all rights reserved by disclosing Party.

7. Remedies
Irreparable harm acknowledged; injunctive relief available in addition to other remedies.

8. Return / Destroy
Upon request or termination each Party will delete or return Confidential Information (except archival backups).

9. Governing Law
Specify jurisdiction.

10. Entire Agreement
Supersedes prior discussions; amendments must be in writing.

Signatures...

2. One-Way NDA Differences

• Party Definitions: Only one disclosing Party; receiving Party obligations identical.
• Exclusions: Same structure—avoid overbroad carve outs.
• Term: Common survival: 2–5 years for technology, indefinite for trade secrets.
• Residuals Clause: Optional; receiving Party may use non-tangible know‑how retained by unaided memory (negotiated frequently).

3. Negotiation Redlines

4. FAQ