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Mutual MNDA with Non-Solicit

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MUTUAL NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT

This Mutual Non-Disclosure and Non-Solicitation Agreement (the Agreement) is made as of the day of , by and between Party A Name: , with principal place of business at (Party A), and Party B Name: , with principal place of business at (Party B). Each of Party A and Party B is referred to herein individually as a Party and collectively as the Parties.

RECITALS

WHEREAS, each Party possesses certain confidential, proprietary and trade secret information that it may disclose to the other Party in connection with discussions and evaluations concerning a potential business relationship, collaboration or transaction (the Purpose); and

WHEREAS, the Parties desire to protect the confidentiality of such information and to restrict solicitation of personnel and customers in connection with the Purpose; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to Confidential Information and non-solicitation on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information, whether oral, written, electronic or other tangible form, disclosed by a Disclosing Party to the Receiving Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, financial data, customer and supplier lists, pricing, inventions, designs, technical specifications, product roadmaps, trade secrets, know-how and any analyses, compilations, studies or other documents prepared by the Receiving Party that contain or reflect such information.

1.2 "Exclusions" from Confidential Information are information that: (a) is or becomes generally available to the public through no act or omission of the Receiving Party; (b) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party and not subject to another confidentiality obligation; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

1.3 "Representatives" means a Party's employees, officers, directors, accountants, legal advisors, consultants and affiliates who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations no less protective than those in this Agreement.

2. CONFIDENTIALITY OBLIGATIONS

2.1 The Receiving Party shall: (a) hold the Disclosing Party's Confidential Information in strict confidence and protect it with at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care; (b) use the Confidential Information solely for the Purpose; and (c) not disclose the Confidential Information to any third party except to Representatives who need to know and who are subject to confidentiality obligations at least as protective as those set forth herein.

2.2 The Receiving Party shall be liable for any breach of this Agreement by its Representatives and shall take reasonable steps to enforce compliance by Representatives with the terms of this Agreement.

3. PERMITTED DISCLOSURES

3.1 Notwithstanding Section 2, the Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation or order of a court or governmental authority, provided that the Receiving Party provides the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) and cooperates with the Disclosing Party, at the Disclosing Party's expense, to seek a protective order or other appropriate remedy to limit disclosure and to obtain confidential treatment of the Confidential Information.

4. NON-SOLICITATION

4.1 During the term of this Agreement and for a period of following termination of this Agreement (the Restricted Period), neither Party shall, directly or indirectly, (a) solicit, induce, recruit, or attempt to hire any employee or independent contractor of the other Party for purposes of employing or engaging such person in competition with the other Party; or (b) knowingly solicit or attempt to entice away any material customer or client of the other Party with whom the Party had material business contact during the twelve (12) months preceding the termination of this Agreement for the purpose of providing competing products or services.

4.2 The restrictions in this Section 4 shall not apply to general solicitations that are not targeted at the other Party's employees (for example, general public job postings) or to hires resulting from unsolicited applications.

5. TERM AND TERMINATION

5.1 This Agreement shall commence on the Effective Date and shall continue in effect for a term of unless earlier terminated by mutual written agreement of the Parties. Notwithstanding termination, Sections 1, 2, 4, 6, 7 and 10 through 14 shall survive for the periods specified therein or as otherwise required by law.

6. RETURN OR DESTRUCTION

Upon written request of the Disclosing Party or upon termination of this Agreement, the Receiving Party shall, at the Disclosing Party's option, promptly return or certify the destruction of all tangible materials containing Confidential Information and shall delete or destroy electronic copies, except to the extent retention is required by law, regulation or a valid record retention policy, in which case such information shall remain subject to the confidentiality obligations of this Agreement.

7. NO LICENSE; NO WARRANTY

7.1 Nothing in this Agreement grants any license or right, by implication or otherwise, under any patent, trademark, copyright, trade secret or other intellectual property right of either Party.

7.2 ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS." THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. REMEDIES

8.1 The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance and other equitable remedies without the requirement to post bond, in addition to any other remedies available at law or in equity.

9. REPRESENTATIONS; INDEMNITY

9.1 Each Party represents and warrants that it has the full corporate or other organizational power and authority to enter into this Agreement and to perform its obligations hereunder.

9.2 Each Party agrees to indemnify, defend and hold harmless the other Party from and against any losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from a breach of this Agreement by the indemnifying Party or its Representatives.

10. NOTICES

Notices to Party A

Notices to Party B

Notices shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses specified above or such other address as a Party designates by notice in accordance with this Section.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties.

11.2 No failure or delay by either Party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other exercises of that right.

11.3 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. Signatures transmitted by electronic means shall be effective as originals.

12. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

12.1 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.

12.2 If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the Parties shall negotiate in good faith a substitute valid and enforceable provision that most nearly effects the Parties' original intent.

12.3 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral.

13. ADDITIONAL PROVISIONS

13.1 Remedies are cumulative; the exercise of any remedy shall not preclude the exercise of any other remedy. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys' fees and costs.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Party A:

By:

Date:

Title:

Party B:

By:

Date:

Title:

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What a Mutual MNDA with Non-Solicit Is and When Parties Use It

A Mutual MNDA with Non-Solicit is a bilateral contract that combines a mutual non-disclosure agreement with express non-solicitation obligations. Each party agrees to protect the other’s confidential information and to refrain from soliciting employees, contractors, or customers for a defined period. Typical use cases include early-stage business discussions, partnership evaluations, vendor onboarding, and joint development projects where both sides exchange proprietary details. The agreement defines confidential information, permitted disclosures, duration, and remedies for breach, and can be executed electronically under U.S. e-signature laws when parties consent to an electronic process.

Why Combine Mutual Confidentiality with a Non-Solicit Clause

Combining mutual confidentiality with non-solicitation reduces risk exposure by protecting trade secrets while limiting recruitment or client poaching during sensitive discussions. It clarifies reciprocal duties, shortens negotiation time, and preserves business relationships when parties share competitive or personnel information.

Why Combine Mutual Confidentiality with a Non-Solicit Clause

Who Commonly Uses a Mutual MNDA with Non-Solicit

Typical parties include businesses evaluating partnerships, service providers, and investors who exchange sensitive operational or personnel information during preliminary talks.

  • Startups and investors exploring term sheets or diligence before a financing round
  • Vendors and enterprise buyers sharing product roadmaps and pricing data
  • Companies evaluating strategic alliances, joint ventures, or M&A opportunities

The agreement is also used where both sides need mutual assurance that employees, contractors, and clients will not be solicited while confidential information is shared.

Who Signs on Behalf of Each Party

General Counsel

Typically reviews and signs NDAs on behalf of incorporated entities, confirming legal authority and ensuring the non-solicit clause aligns with company policy and employment agreements.

CEO/Founder

May sign for smaller organizations or startups where the founder has delegated authority; ensures business intent matches contractual terms and confirms operational feasibility of non-solicit obligations.

Essential Clauses to Include in a Professional Mutual MNDA with Non-Solicit

A clear structure helps enforceability. Draft concise definitions and scope, and balance the non-solicit duration and geographic reach against legitimate business interests.

Parties

Full legal names and entity types for both parties, including state of formation and a signing representative with authority to bind the entity; clarity prevents later disputes about who is covered.

Definition of Confidential Information

A precise, non-exhaustive list describing protected data types (technical, financial, customer lists), exclusions (public domain, independently developed), and any required marking or notice procedures.

Purpose Limitation

A narrowly tailored statement of permitted uses for the information, for example evaluation of a potential commercial relationship, to limit otherwise broad disclosure rights.

Non-Solicitation Terms

Scope of personnel/customers covered, prohibited activities, duration (commonly 6–24 months), and carve-outs for general recruiting or pre-existing relationships.

Term and Return/Destruction

Agreement effective and expiration dates, plus obligations to return or destroy confidential materials and certify compliance on termination or request.

Remedies and Limitations

Equitable relief clause (injunction), liquidated damages if appropriate, limitation of liability and carve-outs for compelled disclosures or prior knowledge.

Required Information and Key Data Elements

Party Legal Name: Exact entity name
Signing Representative: Full name and title
Party Address: Street, city, state, ZIP
Effective Date: MM/DD/YYYY format
Non-Solicit Duration: Length in months
Governing Law: Selected state

Step-by-Step: Fill, Review, and Execute the Agreement

Follow a simple, ordered process to reduce errors and ensure enforceability from drafting through signature capture.

  • 01
    Prepare Parties: Confirm full legal names and signatory authority before drafting.
  • 02
    Define Scope: Draft clear confidential information and non-solicit definitions.
  • 03
    Review Terms: Have legal counsel review duration and remedies for reasonableness.
  • 04
    Execute: Sign electronically or in writing and exchange copies promptly.

How the Agreement Typically Moves from Draft to Signed

A standard workflow minimizes friction and preserves an audit trail for later disputes or compliance reviews.

  • Upload: Add the finalized draft to your signing platform or document repository.
  • Place Fields: Insert signature, date, and initials fields where required.
  • Send to Signers: Deliver via secure email link or guest signing option.
  • Capture Audit Trail: Ensure timestamps, IP, and consent records are preserved.

Digital Workflow Settings to Use When Sending the MNDA

Configure signer authentication and field behavior to balance security with signer convenience.

Field Configuration
Signature Field Required; signer name auto-fill
Date Field Auto-populate or require signer entry
Initial Fields Use for material clause acknowledgements
Authentication Email link by default; SMS or ID verification for higher risk

Distribution and eSignature Considerations for Electronic Execution

Choose a platform that preserves a complete audit trail and supports common document formats such as PDF and DOCX.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File Formats: PDF, DOCX, HTML
  • Security Protocols: TLS in transit; AES-256 at rest

Typical Dates and Timeframes to Track

Monitor effective dates, non-solicit duration, review windows, and retention schedules to avoid missed obligations.

Effective Date Entry:

Record the exact MM/DD/YYYY effective date when signing or earlier if parties agree.

Review Period:

Allow at least 3–5 business days for counsel review before signature where practical.

Non-Solicit Duration:

Commonly 12–24 months; ensure reasonableness under state law for enforceability.

Notice of Breach:

Specify written notice and cure period, commonly 10–30 days.

Retention Start:

Retention period begins on the effective date unless otherwise specified.

Key Milestones from Drafting through Post-Execution

Track drafting, review rounds, signature, and post-execution obligations as sequential milestones.

01

Draft Completed

Agreement text finalized and internal approvals obtained.

02

Legal Review

External or in-house counsel confirms enforceability and scope.

03

Execution

All parties sign and receive fully executed copies.

04

Post-Execution Compliance

Implement return/destruction procedures and monitor non-solicit compliance.

Common Mistakes to Avoid When Preparing a Mutual MNDA with Non-Solicit

  • Using vague or overly broad definitions of confidential information that invite litigation over what was intended to be protected.
  • Drafting non-solicit language without geographic or temporal limits, which can render the restriction unenforceable in some jurisdictions.
  • Failing to confirm signatory authority for corporate parties, leading to challenges that the agreement was not properly executed.
  • Not preserving a reliable audit trail or written consent for electronic signatures, which complicates enforcement and evidentiary proof.

Potential Consequences of a Poorly Drafted or Incorrect Agreement

Unenforceable Clause: Court may strike overly broad terms
Monetary Damages: Compensatory damages for proven loss
Injunctions: Equitable relief to prevent ongoing harm
Attorney Fees: Costs may be incurred defending or enforcing
Reputational Impact: Business relationships and trust may suffer
Regulatory Risk: Sector-specific penalties if compliance fails

eSignature Vendor Pricing Comparison for Signing a Mutual MNDA with Non-Solicit

Compare basic pricing and key capabilities for common eSignature vendors; signNow is listed first per product data and compliance features.

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 trial Varies Varies Varies Varies
Bulk Send Yes (Premium+) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Example Use Cases Where a Mutual MNDA with Non-Solicit Was Applied

Real-world scenarios illustrate when combining nondisclosure and non-solicitation terms is practical and legally useful.

Optica Ventures — COO

A venture firm sharing portfolio-level diligence before investment

  • Protected candidate lists and deal terms during sourcing
  • The mutual MNDA prevented headhunting and preserved competitive confidentiality while due diligence proceeded, smoothing negotiations and protecting recruiting investments.

Fertility Centers — Founder

A healthcare provider sharing operational protocols with a potential technology partner

  • Required HIPAA addendum and limited non-solicit period
  • The combined agreement allowed technical integration discussions while ensuring patient data protections and temporary recruitment restraints.

Practical Tips for Clear, Enforceable Mutual MNDAs with Non-Solicit

Adopt concise language and reasonable limits to improve enforceability and reduce negotiation cycles.

Be Specific
Define confidential information by category and include explicit exclusions; ambiguous definitions invite litigation and erode protection.
Limit Duration
Choose a non-solicit duration supported by legitimate business interest—commonly 6–24 months—rather than a blanket perpetual restriction.
Narrow Scope
Limit non-solicit to identifiable groups (employees or specified customers) and carve out general recruiting channels to avoid overbreadth.
Preserve Evidence
Use an execution method that captures intent and attribution; keep signed copies, audit logs, and communications confirming consent.

Frequently Asked Questions about Mutual MNDAs with Non-Solicit

Answers to common concerns about enforcement, electronic signatures, scope, and post-execution obligations.


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