Free Commercial & IP generator
Mutual Non-Disclosure Agreement
Protect confidential information in both directions before a partnership, deal, or hire conversation.
What is a Mutual Non-Disclosure Agreement?
A Mutual Non-Disclosure Agreement protects confidential information flowing in both directions before a partnership, deal, or hire conversation.
Built for any two parties about to share sensitive information before diligence, a partnership, a pilot, or a candidate conversation.
Mutual Non-Disclosure Agreement template, current for 2026
Adds a 2026 AI/model-training carve-out (your confidential data may not be used to train models), a residuals clause, and trade-secret language aligned to the Defend Trade Secrets Act.
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.
- What is the effective date of this Agreement? This is the date the confidentiality obligations begin. Usually the date the parties sign or start sharing information.
- First party (Party A): who is the first disclosing/receiving party? Both sides may disclose and receive confidential information under a mutual NDA. Enter the full legal name, entity type, and address of the first party.
- Second party (Party B): who is the other party? The counterparty you'll be exchanging confidential information with. Full legal name, entity type, and address.
- Short reference name for Party A (optional) A short label used throughout the document instead of repeating the full legal name each time.
- Short reference name for Party B (optional) A short label used throughout the document for the second party.
- What is the purpose of the disclosure (the "Permitted Purpose")? This defines the only reason each party may use the other's confidential information. Be specific, because a narrow purpose gives you stronger protection.
- Which state's law governs this Agreement? Determines which state's contract and trade-secret law applies and, typically, where disputes are heard. Choose the state where a party is located or where you have the most connection.
- If you chose "Other," name the governing state We'll insert this exact phrase as the governing law and forum.
- County and state for the courts of exclusive jurisdiction (venue) Where lawsuits about this Agreement must be filed. Usually a county where one party is located, in the governing-law state.
- How many years should the Agreement (the exchange period) last? How long the parties may keep exchanging information under this Agreement. Either party can usually terminate earlier on notice. Confidentiality obligations survive beyond this; see the next question.
- For how many years after disclosure must confidential information be kept confidential? The survival period for the confidentiality duty. The common range is 2 to 5 years. Trade secrets are typically protected for as long as they remain trade secrets, whatever number you enter here.
- Should trade secrets stay protected for as long as they remain trade secrets, even after the fixed term above ends? Recommended. Trade secrets lose protection if you agree to a fixed expiration date. Choosing "Yes" preserves indefinite protection for genuine trade secrets under applicable law.
- On termination or request, must a party return or destroy confidential information? Standard practice. "Either at the discloser's option" gives the disclosing party the most control.
- Allow the receiving party to keep archival/backup copies and one legal file copy? Most companies cannot fully purge automated backups or must retain a copy for legal/compliance. "Yes" is realistic; retained copies stay subject to confidentiality.
- Include a "residuals" clause (lets people use general knowledge retained in memory)? A residuals clause protects the receiving party's employees who naturally retain general ideas/know-how. This version is tighter than typical market forms: it is limited to intangible information in unaided memory, excludes any intentional memorization, grants no patent or copyright license, and expressly carves out trade secrets. Disclosers often resist residuals entirely; include only if both sides agree.
- Include the AI/model-training restriction (bar using your confidential data to train AI models)? Recommended. Section 4(f) bars the receiving party and its representatives from using your confidential information to train, fine-tune, or improve any AI or machine-learning model, or to build training or evaluation datasets, except within an enterprise tool that contractually prohibits provider use of inputs for model training and only as needed for the Permitted Purpose.
- Include a mutual non-solicitation of employees clause? Prevents each side from poaching the other's employees they meet during the discussions. Optional. Note some states (e.g., California) sharply limit enforceability.
- Non-solicitation period (months) How long the no-poaching restriction lasts after the Agreement ends. Keep it reasonable (commonly 12 months).
- Prohibit each party from publicly disclosing that the discussions are happening? A "no publicity" clause keeps the existence of the deal or relationship itself confidential, in addition to the shared information.
- Notice email/contact for Party A Where formal notices (like termination or a return-of-information demand) should be sent for Party A.
- Notice email/contact for Party B Where formal notices should be sent for Party B.
- Party A signatory name and title The individual authorized to sign on behalf of Party A.
- Party B signatory name and title The individual authorized to sign on behalf of Party B.
Frequently asked
About the Mutual Non-Disclosure Agreement and how HDAi works.
What is a Mutual Non-Disclosure Agreement? +
A Mutual Non-Disclosure Agreement protects confidential information in both directions before a partnership, deal, or hire conversation. Any two parties about to share sensitive information use it, before diligence, a partnership, a pilot, or a candidate conversation.
Is HDAi's Mutual Non-Disclosure Agreement legally binding? +
The Mutual Non-Disclosure Agreement HDAi generates is a professionally drafted document that becomes binding once it is completed, reviewed, and properly signed. If you want a licensed Hart David Carson attorney to finish it, book a planning call. The firm's flat-fee packages, the Illinois Family Plan and Company Launch, cover the most common needs; for any other draft, an Illinois attorney will tell you on the call what finishing it would involve.
Do I need a lawyer to use this Mutual Non-Disclosure Agreement? +
You can generate and download the Mutual Non-Disclosure Agreement 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 current for 2026? +
It adds a 2026 AI/model-training carve-out so your confidential data may not be used to train models, a residuals clause, and trade-secret language aligned to the Defend Trade Secrets Act.
How long does the Mutual Non-Disclosure Agreement take? +
Estimated time about 12 min (23 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 work in my state? +
HDAi's interview is state-aware. If you ask an attorney to finish the draft, a licensed Hart David Carson attorney confirms it against your state's requirements before you rely on it. Validity and required formalities vary by state.
Other jurisdictions
The same document, drafted for another jurisdiction’s law.
Commercial & IP
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