Commercial & IP generatorSingapore
Mutual Non-Disclosure Agreement (Singapore)
A two-way confidentiality agreement governed by Singapore law for parties exchanging confidential information in both directions, typically ahead of a commercial partnership, investment discussion, M&A exploration, or technical collaboration.
What is a Mutual Non-Disclosure Agreement?
A Mutual Non-Disclosure Agreement (Singapore) is a two-way confidentiality agreement governed by Singapore law. Both parties exchange confidential information under it, typically ahead of a commercial partnership, an investment discussion, an M&A exploration, or a technical collaboration.
Two Singapore or cross-border businesses that will each disclose sensitive information to the other before signing a definitive deal. Use the mutual form when both sides are sharing; use the one-way NDA when only one side discloses.
Mutual Non-Disclosure Agreement template, current for 2026
Reflects the PDPA (with the 2020/2021 amendments) data-handling carve-in, Singapore's post-2021 approach to reasonable restraint, and standard Singapore/SIAC dispute-resolution options.
How HDAi does this differently
Unlike a static form, HDAi runs a guided interview and assembles your Mutual Non-Disclosure Agreement as you answer. When you want it finished, a licensed Hart David Carson attorney reviews it and tailors it to your facts before you sign. The interview and the first draft are automated. The judgment belongs to an attorney.
What you’ll be asked
A short interview in plain language that asks only what this document needs.
- First party (Party A / Disclosing and Receiving Party) This is one of the two sides to the NDA. Because the agreement is mutual, each party both discloses and receives confidential information. Give the full legal name, entity type, and registered address.
- Second party (Party B / Disclosing and Receiving Party) The other side to the NDA. Give the full legal name, entity type, and registered address exactly as it should appear on the signature block.
- Effective date of this Agreement The date the NDA takes effect. If left to signature, the agreement will run from the last signing date; setting a date here fixes the start of the confidentiality obligations.
- Purpose of the disclosure (the "Permitted Purpose") Describe why the parties are exchanging information, for example to evaluate a commercial partnership, a potential investment, an M&A transaction, or a technical collaboration. This defines the only use each party may make of the other's information, so be specific.
- What best describes the context of this exchange? This tags the recitals so the agreement reads accurately for your deal type. It does not change the core obligations.
- For how many years may either party disclose information under this Agreement (the term)? The period during which the parties may exchange confidential information under this NDA. Common range is 1 to 3 years. Confidentiality obligations survive beyond this (see next question). Enter a whole number of years.
- How long must confidentiality be maintained after information is disclosed (or after termination)? This is the survival period for the duty of confidence. Trade secrets are usually protected for as long as they remain secret; other confidential information is often protected for a fixed number of years.
- Should trade secrets stay protected for as long as they remain trade secrets, even after the fixed period above ends? Under Singapore law, trade secrets can be protected indefinitely while they remain secret. Choosing yes keeps trade-secret protection alive even after the fixed confidentiality period ends.
- Must written information be marked "Confidential" (and oral information confirmed in writing) to be protected? A marking requirement gives certainty about what is protected, but risks leaving unmarked-but-obviously-sensitive information uncovered. The common middle ground is to protect information that is marked OR that a reasonable person would understand to be confidential.
- May each party share the other's information with its representatives (employees, directors, professional advisers, affiliates)? Almost every NDA allows disclosure to a need-to-know circle of representatives who are themselves bound to confidentiality. Say no only if you want to restrict access to the parties themselves.
- Should "Representatives" include affiliates / group companies? Include affiliates where the evaluating team spans a corporate group. Exclude them to keep the information tightly held within the contracting entities.
- Include a mutual non-solicitation of employees? A non-solicit stops each side poaching the other's staff they met through the discussions. It is a restraint of trade under Singapore law, so it must be reasonable in scope and duration to be enforceable.
- Non-solicitation period (months) How long after the discussions end the non-solicit applies. Keep it modest (typically 6 to 12 months) so it remains a reasonable, enforceable restraint under Singapore law.
- Carve out general advertising and unsolicited approaches from the non-solicit? Standard practice is to allow hiring via general job adverts or where an employee approaches you unprompted. This keeps the restraint narrow and defensible.
- Include a no-publicity clause (neither party may announce the discussions without consent)? Keeps the existence of the talks confidential, which matters for investment, M&A and partnership discussions. Recommended in most cases.
- Include a Singapore PDPA (personal data) clause? If any confidential information includes personal data (names, contact details, employee or customer data), this clause requires each party to handle it in line with Singapore's Personal Data Protection Act 2012. Recommended if personal data may be exchanged.
- On request or termination, must each party return or destroy the other's information? Standard housekeeping. "Return or destroy at the discloser's option" is most common, with a carve-out to retain copies required by law or held in routine backups.
- State that breach may cause irreparable harm and entitle the innocent party to injunctive relief? Confidentiality breaches are hard to compensate in damages alone. This clause supports an application to the Singapore courts for an injunction to stop or prevent a breach.
- How should disputes be resolved? Singapore courts are efficient and well-regarded for commercial disputes. SIAC arbitration offers confidentiality and cross-border enforceability, which suits deals with an international counterparty.
- Number of arbitrators A sole arbitrator is faster and cheaper; a three-member tribunal suits higher-value or more complex disputes.
- Party A notice contact (email and/or address for formal notices) Where formal notices under the agreement should be sent to Party A. Include an email address and, ideally, a named recipient or role (e.g. "Attn: Legal").
- Party B notice contact (email and/or address for formal notices) Where formal notices under the agreement should be sent to Party B. Include an email address and, ideally, a named recipient or role.
- Party A signatory name The individual signing on behalf of Party A. Used in the signature block.
- Party A signatory title The signatory's position (e.g. Director, Authorised Signatory). Confirms they have authority to bind Party A.
- Party B signatory name The individual signing on behalf of Party B.
- Party B signatory title The signatory's position on behalf of Party B.
Frequently asked
About the Mutual Non-Disclosure Agreement and how HDAi works.
What is a Mutual Non-Disclosure Agreement (Singapore)? +
A Mutual Non-Disclosure Agreement (Singapore) is a two-way confidentiality agreement governed by Singapore law for parties exchanging confidential information in both directions, typically ahead of a commercial partnership, investment discussion, M&A exploration, or technical collaboration. Two Singapore or cross-border businesses that will each disclose sensitive information to the other before signing a definitive deal use it. The mutual form is for when both sides are sharing; the one-way NDA is for when only one side discloses.
Is HDAi's Mutual Non-Disclosure Agreement (Singapore) legally binding? +
The Mutual Non-Disclosure Agreement (Singapore) HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. Every HDAi draft can be routed to a Hart David Carson attorney, who reviews the commercial terms from a US-law perspective after a planning call and, because this document is governed by foreign law, coordinates with locally admitted counsel (quoted separately) before you sign.
Do I need a lawyer to use this Mutual Non-Disclosure Agreement (Singapore)? +
You can generate and download the Mutual Non-Disclosure Agreement (Singapore) in minutes, free of charge. A licensed Hart David Carson attorney can then review it and tailor it to your facts before you sign, which is the part no template can do.
What makes this Mutual Non-Disclosure Agreement (Singapore) current for 2026? +
It reflects the PDPA data-handling carve-in (with the 2020/2021 amendments), Singapore's post-2021 approach to reasonable restraint, and the standard Singapore/SIAC dispute-resolution options.
How long does the Mutual Non-Disclosure Agreement (Singapore) take? +
Estimated time about 13 min (26 questions), depending on how much you already know. The document assembles as you answer. Export it as PDF or Word, or send it to a Hart David Carson attorney for review.
Does this Mutual Non-Disclosure Agreement (Singapore) work in Singapore? +
Yes. This version is drafted for Singapore law and terminology. It is not a relabeled U.S. form. A licensed attorney coordinates with locally admitted counsel where required.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.