Can an MDA be signed electronically?

Yes. Electronic signatures are generally valid under the ESIGN Act and state UETA laws when the signing demonstrates intent, consent, attribution, and a retrievable record of the signed agreement.

Is notarization required for an MDA?

No. Standard confidentiality agreements rarely require notarization. Parties may choose notarization or RON for evidentiary value, but it is not typically required for enforceability.

What authentication is recommended for sensitive disclosures?

Use stronger authentication such as SMS OTP, SSO, or knowledge-based methods for high-risk disclosures and retain an audit trail to support attribution and consent.

How do I correct a signed MDA?

Material changes require a written amendment signed by all parties. Minor clerical errors can be documented in a signed errata or confirmation exhibit agreed by all signatories.

How long should I keep executed MDAs?

Retain executed MDAs through their active term and for years after termination to preserve proof of rights; for tax and regulatory needs follow federal and industry retention rules.

What if a party used an unauthorized signatory?

Authority disputes can invalidate agreements; include corporate signatory blocks and, where appropriate, require signers to certify authority or attach evidence such as board resolutions.

Electronic Signature
Templates
Legal
Legal MDA Document

Legal MDA Document

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

MUTUAL DISCLOSURE AGREEMENT (MDA)

This Mutual Disclosure Agreement ("Agreement") is entered into as of Effective Date: Month Day Year , by and between Party A Name: , Entity Type: , State of Organization: , Principal Address: ; and Party B Name: , Entity Type: , State of Organization: , Principal Address: .

RECITALS

WHEREAS, each party possesses certain confidential, proprietary or trade secret information which may be disclosed to the other party for the purpose of evaluating or pursuing a potential business relationship, collaboration, development activity, or transaction (the "Purpose"); and

WHEREAS, the parties desire to protect from unauthorized use and disclosure certain information that may be exchanged between them and to define the terms and conditions under which such information will be handled; and

WHEREAS, the parties intend that this Agreement govern all confidential disclosures whether made before or after the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

"Confidential Information" means any non-public information disclosed by a Disclosing Party to a Receiving Party, whether disclosed orally, visually, in writing or by electronic or other means, that is designated as confidential or that the Receiving Party should reasonably understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, technical data, know-how, formulas, processes, software (including source code), designs, drawings, schematics, business plans, customer and supplier lists, pricing, forecasts, financial information and prototypes.

2. EXCLUSIONS

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was known by the Receiving Party without restriction prior to disclosure by the Disclosing Party as evidenced by written records; (c) is lawfully obtained by the Receiving Party from a third party not under an obligation of confidentiality to the Disclosing Party; or (d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information, as demonstrated by contemporaneous written records.

3. CONFIDENTIALITY OBLIGATIONS

The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence and use at least the same degree of care to protect such Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) use Confidential Information only for the Purpose set forth above; and (c) not disclose Confidential Information to any person or entity except as expressly permitted by this Agreement.

4. PERMITTED DISCLOSURES

The Receiving Party may disclose Confidential Information to those of its employees, contractors, affiliates and professional advisors who have a need to know for the Purpose and who are bound by confidentiality obligations no less protective than those set forth herein. The Receiving Party shall remain liable for any breach of this Agreement by its representatives.

5. COMPULSORY DISCLOSURE

If the Receiving Party is required by law, regulation, or valid legal process to disclose Confidential Information, it shall (to the extent legally permitted) give the Disclosing Party prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use reasonable efforts to obtain confidential treatment for any disclosed information.

6. TERM AND RETURN

This Agreement shall commence on the Effective Date and shall continue for a period of years, unless earlier terminated by mutual written agreement. Notwithstanding the foregoing, the Receiving Party's obligations with respect to Confidential Information shall survive termination for a period of years after termination, except with respect to trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law. Upon termination or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all tangible embodiments of Confidential Information and certify in writing the completion of such return or destruction.

7. NO LICENSE; NO WARRANTIES

Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, in or to the Disclosing Party's Confidential Information except as expressly set forth herein. All Confidential Information is provided "AS IS" and the Disclosing Party expressly disclaims all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.

8. REMEDIES

The Receiving Party acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement and that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other remedies available at law or in equity.

9. NOTICES

Notices to Party A Notices to Party B

10. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. A waiver by either party of any breach shall not constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

12. SEVERABILITY; ENTIRE AGREEMENT

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

13. MISCELLANEOUS

Each party represents and warrants that it has the right and authority to enter into this Agreement and to disclose Confidential Information in accordance with its terms. Neither party shall assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an acquirer of substantially all of its assets.

Additional Provisions

NOTIFICATION OF BREACH

The Receiving Party shall notify the Disclosing Party promptly in writing upon discovery of any unauthorized use or disclosure of Confidential Information and shall cooperate with the Disclosing Party in every reasonable way to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

Party A:

By:

Date:

Party B:

By:

Date:

What the Legal MDA Document Covers

The Legal MDA Document (mutual disclosure agreement) is a bilateral confidentiality contract used when two parties plan to share proprietary information. It defines what information is confidential, limits permitted uses, sets the agreement term, and allocates remedies for unauthorized disclosure. The document can be executed in paper or electronically; when signed electronically it remains enforceable under U.S. federal and state e-signature laws provided intent, consent, attribution, and record retention requirements are met.

Why a Well-Drafted MDA Matters

A clear Legal MDA protects trade secrets, clarifies permitted disclosures, and reduces litigation risk by documenting obligations, duration, and remedies. It preserves business value during negotiations and makes obligations enforceable across jurisdictions when properly executed.

Who Typically Uses a Legal MDA

Organizations and individuals use an MDA when preliminary discussions require sharing confidential technical, financial, or commercial information.

Startups and investors conducting due diligence before term sheets are exchanged.
Enterprise product teams sharing technical specifications with vendors and integrators.
Legal and business development teams negotiating partnerships and joint development arrangements.

The document suits business development, joint ventures, investment diligence, vendor evaluations, and pre-contract discussions where disclosure risk must be managed.

Typical Signatories and Participants

Company Representative

A senior business or legal representative authorized to bind the company signs on behalf of the corporate entity. The signer should include printed name, title, and a corporate acknowledgment to avoid later challenges to authority.

Individual/Counterparty

An officer, authorized agent, or sole proprietor representing the other party signs and provides contact details. If a third party executes, attach evidence of delegation or board resolution showing signing authority.

Core Sections Every Legal MDA Should Include

A professional MDA organizes obligations and expectations; include precise definitions and measurable duties to reduce ambiguity and enforcement risk.

Definition of Confidential Information

Precisely list categories of protected information, exclude publicly known items, and describe required markings or labels to qualify materials as confidential to avoid disputes over scope.

Permitted Use and Restrictions

State the narrow business purpose for which information may be used, prohibit reverse engineering and unauthorized dissemination, and require written consent for secondary uses.

Term and Return/Destruction

Specify the agreement duration and post-termination duties, including deadlines for return or certified destruction of confidential materials and retained copies.

Exceptions and Retention

List standard exceptions (public domain, previously known, independently developed, compelled disclosure) and describe documentation required to prove an exception.

Remedies and Limitations

Identify injunctive relief, monetary damages, indemnities, and any disclaimers of consequential damages; clarify choice of law and dispute resolution venue.

Signatures and Execution

Include a clear signature block with printed name, title, date, and corporate details; indicate whether electronic signatures are permitted and what authentication is required.

Step-by-Step: How to Complete the Legal MDA

Follow these sequential steps to prepare, review, negotiate, and finalize an MDA safely and efficiently.

01

Prepare Draft: Populate parties, purpose, and confidential categories; attach exhibits if needed.
02

Internal Review: Have legal and business teams confirm scope, term, and liability limits.
03

Counterparty Negotiation: Exchange redlines and document agreed changes in a single consolidated version.
04

Execute and Store: Sign by authorized representatives and store executed copies with retention metadata.

Where to Send or File the Executed MDA

Execution and distribution depend on internal workflows; route signed copies to legal, contract management, and the originating business unit.

Legal Repository: Upload an executed PDF to your contract management system for centralized access.
Business Owner: Provide the business sponsor with an executed copy and summaries of any obligations.
IT/Access Control: Notify IT for access restrictions if shared systems contain disclosed materials.
Compliance Team: Share copies when regulatory sensitivities or data privacy obligations are implicated.

Configuring an Online Signing Workflow

Set up online execution to ensure correct signing order, authentication, and record retention for the Legal MDA.

Field	Configuration
Signing Order	Sequential or parallel signer flow configured per negotiation needs.
Authentication	Email + SMS OTP or stronger KBA for sensitive disclosures.
Audit Trail	Enable full event logging (IP, timestamp, actions).
Document Retention	Store PDF and certificate of completion in secure repository.

Digital Signing and Platform Considerations

Choose a platform that supports secure e-signing, audit trails, and the authentication level your risk assessment requires.

Authentication Options: Email link, SMS code, knowledge-based authentication, or SSO.
Integrations: Connectors for Salesforce, NetSuite, Google Workspace, and Box streamline routing.
Compliance: Confirm HIPAA BAA, SOC 2, and ESIGN/UETA support where required.

Key Timing and Notice Deadlines to Track

Track critical dates in the MDA lifecycle: effective date, term expiry, notice windows, and post-termination obligations to avoid missed duties.

Effective Date Entry:

Enter MM/DD/YYYY on the signature page; this date triggers term calculations.

Term Expiration:

Monitor end-of-term and automatic renewal clauses for timely action.

Return/Destruction Deadline:

Set calendar reminders for certified destruction deadlines after termination.

Notice Periods:

Track any required advance notice for termination or permitted disclosures.

Record Retention:

Ensure retention obligations are scheduled per legal and regulatory guidance.

Milestone Timeline for a Typical MDA Transaction

A typical MDA proceeds through discrete milestones from draft to executed archival; use this timeline to track progress and handoffs.

01

Draft Prepared

Originator completes initial draft and identifies necessary exhibits and attachments.

02

Internal Approvals

Legal and business sponsors review and approve redlines before sending.

03

Counterparty Review

Receive and reconcile counterparty comments; confirm agreement on core terms.

04

Execution & Archival

All signers execute and finalized copies are stored with retention metadata.

Common Preparation Mistakes to Avoid

Using vague definitions that allow broad interpretation and increase litigation risk when disputes arise.
Permitting overly broad permitted use phrases that effectively eliminate confidentiality protections.
Failing to document oral disclosures with follow-up writing, which creates uncertainty about what was shared.
Not specifying survival periods and return/destruction procedures, leaving parties unclear about post-termination duties.

Practical Risks and Contract Remedies

Injunctive Relief: Court-ordered stops on disclosure.

Monetary Damages: Compensatory awards for proven losses.

Indemnity: Contractual obligation to cover counterparty losses.

Attorney Fees: Potential recovery if the contract allows.

Reputational Harm: Loss of trust and commercial opportunities.

Criminal Risk: Rare, but possible for trade secret theft.

Basic Pricing and Feature Snapshot for eSignature Platforms

Compare starting prices and a few feature criteria relevant to executing a Legal MDA; signNow appears first in the vendor column ordering.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-World Examples of Using an MDA

These customer scenarios show practical uses of a Legal MDA when exchanging confidential information before commercial agreements.

Optica Ventures (COO)

Optica used the MDA to share investor diligence materials securely while evaluating multiple opportunities.

The MDA limited uses to investment evaluation.
The COO noted simpler workflows improved response times and reduced back-and-forth when every investor had a clear confidentiality floor.

Fertility Centers of Illinois (Founder)

The practice used an MDA to share patient consent form templates and vendor integrations during a pilot.

Confidential patient-related workflows required strict handling.
The founder reported that a clear MDA combined with secure e-signature reduced administrative friction and clarified vendor responsibilities.

Frequently Asked Questions and Troubleshooting

Answers to common questions about enforceability, notarization, execution, and storage of a Legal MDA.

Need help? Contact support

Can an MDA be signed electronically?
Yes. Electronic signatures are generally valid under the ESIGN Act and state UETA laws when the signing demonstrates intent, consent, attribution, and a retrievable record of the signed agreement.
Is notarization required for an MDA?
No. Standard confidentiality agreements rarely require notarization. Parties may choose notarization or RON for evidentiary value, but it is not typically required for enforceability.
What authentication is recommended for sensitive disclosures?
Use stronger authentication such as SMS OTP, SSO, or knowledge-based methods for high-risk disclosures and retain an audit trail to support attribution and consent.
How do I correct a signed MDA?
Material changes require a written amendment signed by all parties. Minor clerical errors can be documented in a signed errata or confirmation exhibit agreed by all signatories.
How long should I keep executed MDAs?
Retain executed MDAs through their active term and for years after termination to preserve proof of rights; for tax and regulatory needs follow federal and industry retention rules.
What if a party used an unauthorized signatory?
Authority disputes can invalidate agreements; include corporate signatory blocks and, where appropriate, require signers to certify authority or attach evidence such as board resolutions.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now