Non-Disclosure Agreement (NDA) Template
A non-disclosure agreement keeps shared confidential information private between two or more parties. The full mutual NDA is printed on this page — thirteen clauses, plain English, no gate — and you can download it as a .docx or open it as an editable CalmSign document. Your counterparty signs from a link with no account to create, and the finished agreement is sealed and logged automatically.
Free · no signup to download · no account needed for signers
A good fit when…
- Founders sharing pitch decks, roadmaps, or financials with investors and partners
- Freelancers and agencies discussing scoped work before a contract
- Companies onboarding contractors, vendors, or advisors who'll see sensitive data
- Anyone who needs a quick mutual or one-way confidentiality agreement signed today
Every clause in the file
- Preamble naming both parties, their addresses, and the effective date
- Purpose clause tying the disclosure to a defined evaluation
- A broad definition of Confidential Information covering oral, written, and observed disclosures
- The four standard exclusions, with the burden of proof placed on the receiving party
- Handling obligations, permitted recipients, and a notification duty on any breach
- Compelled-disclosure carve-out for court orders and regulators
- Term, survival period, and an indefinite tail for trade secrets
- Return-or-destroy obligation with a backup and legal-archive carve-out
- Equitable remedies, no-obligation-to-proceed, governing law, and boilerplate
- Signature blocks (draw or type) for both parties with signing order
Read the whole Mutual Non-Disclosure Agreement
The complete text is below — nothing withheld, nothing behind a signup. Copy it, download the .docx, or open it as an editable CalmSign document and send it for signature.
Mutual Non-Disclosure Agreement
This Mutual Non-Disclosure Agreement (the "Agreement") is made on [Effective Date] between [Party A Legal Name], a [State/Country] [entity type] with its principal place of business at [Party A Address] ("Party A"), and [Party B Legal Name], a [State/Country] [entity type] with its principal place of business at [Party B Address] ("Party B"). Each party may disclose confidential information to the other, so each acts as both a Disclosing Party and a Receiving Party under this Agreement.
1. Purpose
The parties wish to explore [describe the opportunity, for example a potential commercial partnership, investment, or supply relationship] (the "Purpose"). To do so, each party may need to share information that is not public. This Agreement sets out how that information must be handled. It does not oblige either party to proceed with the Purpose or to enter into any further agreement.
2. Confidential Information
"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Purpose, in any form, whether written, oral, visual, electronic, or observed through inspection of samples, premises, or systems. It includes business and marketing plans, financial and pricing information, customer and supplier lists, product roadmaps, source code, designs, research, personnel information, and the existence and terms of the discussions between the parties. Information is confidential if it is marked as such, or if a reasonable person in the receiving party's position would understand it to be confidential from its nature and the circumstances of disclosure.
3. Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession, free of any duty of confidentiality, before it was disclosed; (c) is lawfully received from a third party who is free to disclose it; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party bears the burden of establishing that an exclusion applies.
4. Obligations of the Receiving Party
The Receiving Party shall: (a) use the Confidential Information solely for the Purpose; (b) protect it with at least the degree of care it applies to its own confidential information of similar importance, and in no event less than a reasonable standard of care; (c) not disclose it to any person other than its employees, officers, directors, professional advisers, and contractors who need it for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement; and (d) remain responsible for any act or omission by those people that would breach this Agreement if done by the Receiving Party. The Receiving Party shall notify the Disclosing Party in writing promptly on becoming aware of any unauthorised use or disclosure.
5. Compelled Disclosure
If the Receiving Party is required to disclose Confidential Information by law, regulation, or the valid order of a court or governmental authority, it may do so, provided that it gives the Disclosing Party prompt written notice where legally permitted, discloses only the portion it is legally required to disclose, and cooperates, at the Disclosing Party's expense, with any reasonable effort to obtain confidential treatment.
6. No Licence and No Warranty
All Confidential Information remains the property of the Disclosing Party. Nothing in this Agreement grants the Receiving Party any licence or right under any patent, copyright, trademark, trade secret, or other intellectual property, whether by implication, estoppel, or otherwise. Confidential Information is provided as is. The Disclosing Party makes no warranty as to its accuracy or completeness and has no liability for the Receiving Party's reliance on it.
7. Term and Survival
This Agreement takes effect on the Effective Date and continues for [2] years, unless ended earlier by [30] days written notice from either party. The confidentiality obligations survive expiry or termination and continue for [3] years from the date each item of Confidential Information was disclosed. Obligations relating to information that qualifies as a trade secret continue for as long as that information remains a trade secret under applicable law.
8. Return or Destruction of Materials
On the Disclosing Party's written request, or when the Purpose ends, the Receiving Party shall promptly return or destroy all Confidential Information in its possession or control, including all copies, notes, analyses, and materials derived from it, and shall confirm in writing that it has done so. The Receiving Party may retain one copy in a legal or compliance archive, together with copies held in routine automated backups, provided that any retained material remains subject to this Agreement for as long as it is kept.
9. Remedies
The parties agree that a breach of this Agreement may cause harm for which monetary damages are not an adequate remedy. The Disclosing Party is therefore entitled to seek injunctive or other equitable relief, without the need to post a bond, in addition to any other remedy available at law or in equity.
10. No Obligation to Proceed
Nothing in this Agreement obliges either party to proceed with the Purpose, to enter into any further agreement, or to refrain from pursuing a similar opportunity with a third party, provided that it does so without use of the other party's Confidential Information.
11. Governing Law and Jurisdiction
This Agreement is governed by the laws of [State/Country], without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts located in [County or City, State/Country] for any dispute arising out of or relating to this Agreement.
12. General
This Agreement is the entire agreement between the parties on its subject matter and supersedes all prior discussions and understandings about it. It may be amended only in writing signed by both parties. No failure or delay in exercising a right operates as a waiver of it. If any provision is held unenforceable, the remainder stays in force and that provision is limited only so far as necessary. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or a sale of substantially all of its assets. This Agreement may be signed electronically and in counterparts, each of which is an original.
13. Signatures
By signing below, each party confirms that the person signing is authorised to bind it and that it agrees to the terms set out above.
Every block is editable before you send. Replace each [bracketed placeholder] with your own details.
What each clause does
Plain-English notes on the clauses worth a second look before you send, and on what to change when your situation differs from the default.
Purpose
Name the actual opportunity here rather than leaving it generic. A tightly drawn purpose is what stops the other side from using your figures for something unrelated, because every obligation in the agreement is measured against it.
Definition of Confidential Information
This template protects information whether or not you remember to stamp it CONFIDENTIAL, which matters because most disclosure happens in meetings and calls. If you would rather only marked material be covered, delete the reasonable-person sentence.
Exclusions
These four carve-outs are standard and a counterparty will almost always ask for them. Keeping the burden of proof on the receiving party is the part worth defending: without it, any leak can be waved away as already public.
Obligations of the Receiving Party
The need-to-know list is where deals get renegotiated. Add or remove categories to match reality — if the other side will show your material to a prospective lender or an outside auditor, say so now rather than asking for consent later.
Compelled disclosure
Without this clause a subpoena puts the receiving party in breach for complying with the law. It lets them disclose, but only the minimum required, and only after telling you in time to object.
Term and survival
Two numbers do different jobs. The term is how long new disclosures are covered; the survival period is how long each piece of information stays protected after it was shared. Two and three years respectively is a common pairing; five is normal in deeper technical deals.
Return or destruction
The backup carve-out is not a loophole, it is honesty — nobody can surgically purge a nightly snapshot. What matters is that retained copies stay bound by the agreement for as long as they exist.
Remedies
Damages are hard to quantify once a roadmap is out. Agreeing in advance that money may not be an adequate remedy makes it materially easier to get an injunction quickly, which is usually the only relief worth having.
Governing law
Pick one jurisdiction and use it consistently across every agreement you sign with the same counterparty. Mismatched governing law between an NDA and the deal it precedes is a common and entirely avoidable source of argument.
Common questions
Does the other person need a CalmSign account to sign?
No. You send a private signing link and they sign directly in the browser. No signup, password, or download is required on their end.
Is a CalmSign NDA legally binding?
An NDA signed by both parties with intent to agree is generally enforceable. CalmSign captures each signature plus a timestamped audit trail (created, sent, opened, signed, completed) and seals the final document, which supports the record of agreement.
How do I know the signed NDA wasn't altered afterward?
When the document is finalized, CalmSign computes a SHA-256 hash over an immutable snapshot of its contents. Any later change to the document is detectable against that tamper seal.
Can both sides keep a copy?
Yes. The owner is emailed a copy on completion, and the signer can download the finished agreement from their signing link.
Can I turn this mutual NDA into a one-way NDA?
Yes. Delete the sentence in the preamble stating that each party acts as both discloser and recipient, name one party as the Disclosing Party and the other as the Receiving Party, and the obligation clauses read correctly as one-way with no further edits.
How long should an NDA last?
Two years of coverage with a three-year survival period suits most commercial evaluations. Deals involving technical detail or source code commonly run to five, and information that qualifies as a trade secret is protected here for as long as it stays secret.
Is this NDA reviewed by a lawyer?
No. It is a general-purpose template written in plain English, not legal advice, and it has not been reviewed for your jurisdiction or your situation. For a high-value or unusual arrangement, have a qualified lawyer read it before you send it.
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