Mutual NDA Generator

Mutual NDA —

Numbered clauses: —
Words: —
Disclosure period ends: —
Confidentiality ends: —
DTSA notice: —

Enter both parties, the reason for sharing, the start date, a disclosure period and how long secrecy lasts afterwards. The generator writes a ten-clause mutual NDA. A 2-year term from 1 January 2026 with 3 further years keeps information confidential until 1 January 2031, and trade secrets stay protected while they remain secret.

About this tool

Two companies exploring a deal usually both hand over something sensitive: pricing, source code, customer lists. A mutual NDA puts identical duties on each side, so neither has to negotiate a one-way form written for the other. This generator assembles a plain-English draft from your parties, purpose, dates and governing law, then shows when the disclosure window closes and when the duty of confidence ends. It can add the whistleblower immunity notice that US federal trade secret law expects in contracts with employees and contractors. The draft is a starting template, not legal advice: it does not cover non-solicitation, export controls, personal data or residuals, and local law may change how a clause is read, so have a lawyer review it before signing anything significant.

How to use it

Name the parties
Type each party's full legal name, including LLC, Inc. or Ltd, exactly as registered.
State the purpose
Describe the project in a short phrase; the draft limits use of shared information to this purpose.
Set dates and law
Pick the effective date, use the steppers for the disclosure period and the extra confidentiality years, and type the governing law.
Choose the notice and copy
Tick or untick the DTSA notice, check the end dates in the summary, then copy the agreement text into your document.

Examples

Software partnership, 2 + 3 years

First party: Northwind Labs LLC
Second party: Bluefin Analytics Inc.
Purpose of sharing: evaluating a possible software integration partnership
Effective date: 2026-01-01
Disclosure period: 2
Confidentiality after the term: 3
Governing law: the State of Delaware
Include the DTSA whistleblower notice: Yes

Result Mutual NDA: MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is made effective 2026-01-01 between Northwind Labs LLC and Bluefin Analytics Inc. (each a "party"). The parties wish to share confidential information for the following purpose: evaluating a possible software integration partnership (the "Purpose").

1. Definition of Confidential Information. "Confidential Information" means any non-public business, technical or financial information that one party (the "Discloser") shares with the other (the "Recipient") in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential.

2. Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidence; (c) the Recipient receives lawfully from a third party without restriction; or (d) the Recipient develops independently without using the Discloser's information.

3. Obligations. Each party, as Recipient, will use the other party's Confidential Information only for the Purpose, protect it with at least reasonable care, and disclose it only to its employees, officers and advisers who need to know it for the Purpose and are bound by duties of confidence at least as protective as this Agreement.

4. Compelled Disclosure. A Recipient may disclose Confidential Information where required by law or court order, provided it gives the Discloser prompt written notice where legally permitted and discloses only the portion required.

5. Term. This Agreement starts on 2026-01-01 and covers disclosures made until 2028-01-01 (2 years). The duties of confidence continue until 2031-01-01 (3 years after the term), and for any trade secret for as long as it remains a trade secret under applicable law.

6. Return or Destruction. On written request or at the end of the term, the Recipient will return or destroy the Discloser's Confidential Information, except copies kept under a routine backup or legal retention requirement, which stay subject to this Agreement.

7. No License or Warranty. All Confidential Information remains the property of the Discloser. Nothing here grants a license or any other right to it, and it is provided "as is".

8. Remedies. Unauthorized use or disclosure may cause harm that money damages cannot fully repair, so the Discloser may seek injunctive relief in addition to any other remedy.

9. Whistleblower Notice (18 U.S.C. 1833(b)). An individual will not be held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a government official or to an attorney solely for reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed under seal in a lawsuit or other proceeding.

10. General. This Agreement is governed by the laws of the State of Delaware, is the entire agreement of the parties on its subject, may be changed only in a writing signed by both parties, and does not oblige either party to disclose information or enter any further transaction.

Signed by the parties on the dates below.

Northwind Labs LLC
Signature: ____________________
Name and title: ____________________
Date: __________

Bluefin Analytics Inc.
Signature: ____________________
Name and title: ____________________
Date: __________
Numbered clauses: 10
Words: 519
Disclosure period ends: 2028-01-01
Confidentiality ends: 2031-01-01
DTSA notice: Included

Disclosure period: 2026-01-01 + 2 years = 2028-01-01.
Confidentiality ends: 2026-01-01 + (2 + 3) years = 2031-01-01.
10 numbered clauses assembled; both parties take the same duties as Discloser and Recipient.

Information shared during 2026 and 2027 stays confidential until 1 January 2031, and the whistleblower notice adds a tenth clause.

UK distribution talks, one year

First party: Harbor Foods Ltd
Second party: Maple Logistics Ltd
Purpose of sharing: discussing a distribution agreement
Effective date: 2028-02-29
Disclosure period: 1
Confidentiality after the term: 0
Governing law: England and Wales
Include the DTSA whistleblower notice: No

Result Mutual NDA: MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is made effective 2028-02-29 between Harbor Foods Ltd and Maple Logistics Ltd (each a "party"). The parties wish to share confidential information for the following purpose: discussing a distribution agreement (the "Purpose").

1. Definition of Confidential Information. "Confidential Information" means any non-public business, technical or financial information that one party (the "Discloser") shares with the other (the "Recipient") in connection with the Purpose, in any form, that is marked confidential or that a reasonable person would understand to be confidential.

2. Exclusions. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient; (b) the Recipient already knew without a duty of confidence; (c) the Recipient receives lawfully from a third party without restriction; or (d) the Recipient develops independently without using the Discloser's information.

3. Obligations. Each party, as Recipient, will use the other party's Confidential Information only for the Purpose, protect it with at least reasonable care, and disclose it only to its employees, officers and advisers who need to know it for the Purpose and are bound by duties of confidence at least as protective as this Agreement.

4. Compelled Disclosure. A Recipient may disclose Confidential Information where required by law or court order, provided it gives the Discloser prompt written notice where legally permitted and discloses only the portion required.

5. Term. This Agreement starts on 2028-02-29 and covers disclosures made until 2029-02-28 (1 year). The duties of confidence continue until 2029-02-28, and for any trade secret for as long as it remains a trade secret under applicable law.

6. Return or Destruction. On written request or at the end of the term, the Recipient will return or destroy the Discloser's Confidential Information, except copies kept under a routine backup or legal retention requirement, which stay subject to this Agreement.

7. No License or Warranty. All Confidential Information remains the property of the Discloser. Nothing here grants a license or any other right to it, and it is provided "as is".

8. Remedies. Unauthorized use or disclosure may cause harm that money damages cannot fully repair, so the Discloser may seek injunctive relief in addition to any other remedy.

9. General. This Agreement is governed by the laws of England and Wales, is the entire agreement of the parties on its subject, may be changed only in a writing signed by both parties, and does not oblige either party to disclose information or enter any further transaction.

Signed by the parties on the dates below.

Harbor Foods Ltd
Signature: ____________________
Name and title: ____________________
Date: __________

Maple Logistics Ltd
Signature: ____________________
Name and title: ____________________
Date: __________
Numbered clauses: 9
Words: 441
Disclosure period ends: 2029-02-28
Confidentiality ends: 2029-02-28
DTSA notice: Not included

Disclosure period: 2028-02-29 + 1 years = 2029-02-28.
Confidentiality ends: 2028-02-29 + (1 + 0) years = 2029-02-28.
9 numbered clauses assembled; both parties take the same duties as Discloser and Recipient.

A 29 February start rolls to 28 February in a non-leap year, and the US-specific notice is left out for an English-law agreement.

How it is calculated

disclosure end = effective date + T years; confidentiality end = effective date + (T + S) years

T: disclosure period in whole years (1 to 10) during which shared information is covered
S: extra years (0 to 10) the duty of confidence lasts after the disclosure period

Years are added on the calendar, keeping the same month and day; a 29 February start falls on 28 February in a non-leap year. The text uses the four standard exclusions (public, already known, received from a third party, independently developed), a need-to-know limit, a compelled-disclosure carve-out, return or destruction, no license, and injunctive relief. The optional notice paraphrases the immunity in 18 U.S.C. 1833(b).

Sources

18 U.S. Code § 1833 – Exceptions to prohibitions — Legal Information Institute, Cornell Law School
Trade secret — Legal Information Institute, Cornell Law School

When not to use it

Only one side is disclosing, such as a founder pitching to an investor, where a one-way NDA fits better.
The exchange involves personal data, health records or export-controlled technology that needs specific clauses.
An employment or consulting contract already has confidentiality terms that would conflict with a separate NDA.

Common mistakes

Using a trading name instead of the registered legal entity, which can make the agreement hard to enforce.
Writing a purpose so broad that it no longer limits how the other side may use your information.
Setting zero years after the term and forgetting that ordinary business secrets then lose protection at once.

Frequently asked questions

What makes an NDA mutual rather than one-way?

In a mutual NDA each party is both Discloser and Recipient, so the same use limits, care standard and return duties bind both. A one-way agreement protects only the side that discloses.

How long should confidentiality last?

Two to five years in total is common for commercial talks, because pricing and plans go stale. This draft also keeps trade secrets protected for as long as they remain secret, which avoids an arbitrary cut-off for formulas, source code or similar assets.

What is the DTSA whistleblower notice?

The Defend Trade Secrets Act gives individuals immunity for disclosing trade secrets in confidence to government officials or lawyers to report suspected illegality, or in sealed court filings. Under 18 U.S.C. 1833(b)(3), an employer that leaves the notice out of an employee or contractor agreement cannot recover exemplary damages or attorney fees from that person under the Act.

Is the draft valid outside the United States?

The core clauses are common in English-law and other common-law agreements, and you can type any governing law. The DTSA notice is US-specific and can be left out. Civil-law countries may impose formal requirements, so a local lawyer's review matters more there.

What do the four exclusions do?

They stop the Recipient being bound over information that is already public, that it knew before, that it received lawfully from someone else, or that it built independently. Without them a party could be accused of breach over knowledge it legitimately had.

Does signing oblige either party to do the deal?

No. The General clause says neither party must disclose anything or enter a further transaction. The NDA only governs information that is actually shared.

Is anything I type saved?

No. The text is assembled in your browser from the fields you fill in, and nothing is stored on a server when you leave the page.

Cite this tool

Using this tool in an assignment, article or report? Copy a citation, or a link for your website.

APA

Tools Directory Editorial Team. (2026, October 14). Mutual NDA Generator. Tools Directory. Retrieved October 27, 2026, from https://tools.milunir.com/legal/contracts-and-agreements/mutual-nda-generator/

MLA

Tools Directory Editorial Team. “Mutual NDA Generator.” Tools Directory, 14 Oct. 2026, https://tools.milunir.com/legal/contracts-and-agreements/mutual-nda-generator/. Accessed 27 Oct. 2026.

Chicago

Tools Directory Editorial Team. “Mutual NDA Generator.” Tools Directory. Last modified October 14, 2026. Accessed October 27, 2026. https://tools.milunir.com/legal/contracts-and-agreements/mutual-nda-generator/.

Link

<a href="https://tools.milunir.com/legal/contracts-and-agreements/mutual-nda-generator/">Mutual NDA Generator – Tools Directory</a>