Can a Mutual NDA be signed electronically?

Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states when the signer demonstrates intent, consents to electronic records, the signature is attributable, and the record can be retained.

Is notarization required for enforceability?

Generally no. Notarization is not required for most NDAs; a notary may add evidentiary weight but is not necessary for contract validity in ordinary commercial contexts.

What if parties want different terms?

If terms differ materially, negotiate and produce a single consolidated agreement everyone signs. Avoid sending conflicting unilateral versions that create ambiguity about enforceable terms.

How long should confidentiality last?

Choose a reasonable, specific period based on the information type; common commercial terms are 2–5 years, while trade secrets may require survival provisions beyond expiration.

What to do after a breach is suspected?

Preserve evidence, notify counsel, and follow any injunctive or cure provisions in the NDA; consider seeking provisional relief if irreparable harm is likely.

How should executed NDAs be stored?

Store signed PDFs and audit logs in a secure repository with access controls and document-level retention policies to meet business and regulatory requirements.

Electronic Signature
Templates
Legal
Mutual NDA Statement

Mutual NDA Statement

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MUTUAL NDA STATEMENT

This Mutual Non-Disclosure Agreement (the "Agreement") is entered into as of Date: by and between Party A: , a organized under the laws of , with principal place of business at ; and Party B: , a organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, each party possesses certain confidential and proprietary business, technical and financial information that may be disclosed to the other party in connection with discussions and evaluations regarding the parties' business relationship and collaborative opportunities (the "Purpose"); and

WHEREAS, the parties desire to define their respective rights and obligations with respect to the disclosure and protection of such confidential and proprietary information; and

WHEREAS, the parties acknowledge that this Agreement is mutual in scope, such that each party may provide Confidential Information to the other and receive such protections reciprocally.

NOW, THEREFORE

In consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public, proprietary or confidential information disclosed by a Disclosing Party to a Receiving Party, whether disclosed orally, visually, in writing, electronically or by inspection of tangible objects, including but not limited to business plans, customer and supplier lists, financial data, product roadmaps, technical specifications, software (including source code and object code), designs, formulas, inventions, trade secrets, prototypes, concepts, methodologies, pricing, marketing strategies and any analyses, compilations, studies, or other documents prepared by the Receiving Party that contain or otherwise reflect such information.

1.2 "Disclosing Party" means the party disclosing Confidential Information. "Receiving Party" means the party receiving Confidential Information.

2. CONFIDENTIALITY OBLIGATIONS

2.1 Non-Disclosure. The Receiving Party shall hold all Confidential Information in strict confidence and shall not disclose such Confidential Information to any third party except as expressly permitted under this Agreement. The Receiving Party shall use Confidential Information solely for the Purpose and for no other purpose.

2.2 Standard of Care. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than a reasonable degree of care.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

3.1 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 lawfully in the Receiving Party's possession prior to receipt from the Disclosing Party without restriction on disclosure; (c) is received by the Receiving Party from a third party without breach of any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

4. PERMITTED DISCLOSURES

4.1 The Receiving Party may disclose Confidential Information to its employees, contractors and advisors who have a bona fide need to know for the Purpose, provided that such persons are bound by confidentiality obligations no less protective than those contained in this Agreement. The Receiving Party shall remain responsible for any breach by such persons.

5. RETURN OR DESTRUCTION

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information and shall certify in writing that it has complied with this obligation within days after receipt of such request.

6. TERM

6.1 This Agreement shall commence on the Effective Date and shall continue in effect for a period of years, unless earlier terminated by mutual written agreement.

6.2 Notwithstanding termination, the Receiving Party's obligations with respect to Confidential Information disclosed during the term shall survive for a period of years from the date of disclosure, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

7. REMEDIES

7.1 The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. Accordingly, the Disclosing Party shall be entitled, in addition to any other remedies available at law or in equity, to seek injunctive relief to prevent or curtail any actual or threatened breach without the necessity of posting a bond.

7.2 The remedies set forth in this Agreement are cumulative and not exclusive of any other remedies available to the parties at law or in equity.

8. NO LICENSE

Nothing in this Agreement grants the Receiving Party any rights, by license or otherwise, to the Disclosing Party's patents, copyrights, trademarks, trade secrets or other intellectual property except as expressly set forth herein.

9. NOTICES

Notices to Party A

Notices to Party B

10. AMENDMENTS; WAIVER

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right unless a written waiver is signed by the waiving party.

11. ASSIGNMENT

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets provided the assignee agrees in writing to be bound by the terms of this Agreement.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13. GOVERNING LAW

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.

14. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, proposals, agreements and understandings, whether written or oral.

15. COUNTERPARTS

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 deemed original signatures for all purposes.

ADDITIONAL PROVISIONS

The parties may specify additional terms relevant to particular disclosures or categories of Confidential Information below. Purpose of disclosure:

Special instructions or limitations on use, if any:

Party A

Party A:

By:

Date:

Party B

Party B:

By:

Date:

What a Mutual NDA Statement Is and when it applies

A Mutual NDA Statement is a bilateral confidentiality agreement in which two parties agree to exchange and protect confidential information under the same legal terms. It defines the scope of protected material, permitted uses, duration of confidentiality, and remedies for breach. Mutual NDAs are commonly used during negotiations, vendor evaluations, joint development, and partnership discussions to allow open exchange of business, technical, or financial details while preserving each party’s proprietary interests and trade secrets.

Why use a Mutual NDA Statement for shared disclosures

A mutual NDA creates symmetrical obligations that encourage candid information exchange while reducing litigation risk. It clarifies what is confidential, limits permitted disclosures, sets a term, and provides remedies, which helps preserve business value and supports compliant workflows under U.S. electronic signature law.

Who typically completes a Mutual NDA Statement

Mutual NDAs are used by organizations of all sizes when both sides expect to share sensitive information and want mirrored protections.

Early-stage startups and investors sharing product roadmaps and financial projections during diligence.
Vendors and corporate procurement teams exchanging technical details and pricing during RFP evaluations.
Joint development partners and contractors sharing IP, specifications, and operational data for collaboration.

Use a mutual NDA whenever two parties require balanced confidentiality terms before exchanging proprietary or regulated information.

Typical signers and their roles

Corporate Counsel

General counsel or outside counsel reviews terms, negotiates risk allocation, and confirms enforceability under applicable state law before final signature.

Authorized Signatory

An officer or delegated manager with contractual authority signs on behalf of the company and accepts the obligations described in the agreement.

Core elements to include in a professional Mutual NDA Statement

A complete Mutual NDA Statement should be concise but include specific sections that define scope, duration, exclusions, permitted disclosures, remedies, and governing law to reduce ambiguity and support enforceability.

Definition of Confidential Information

Specify in clear terms what materials, formats, and data are protected and any explicit exclusions such as public domain or independently developed information.

Use and Disclosure Limits

State permitted uses, authorized recipients, and conditions for permitted disclosures such as legal compelled disclosure procedures.

Term and Survival

Define the duration of confidentiality and which obligations continue after termination, including return or destruction of materials.

Remedies and Liability

Describe injunctive relief, indemnities, or limitations of liability appropriate to the sensitivity of information and jurisdictional norms.

Return or Destruction

Require prompt return or certified destruction of confidential materials and outline exceptions for retained backups or compliance needs.

Governing Law and Venue

Identify the state law and dispute-resolution forum that will interpret the agreement and handle enforcement actions.

Step-by-step completion process

Complete the Mutual NDA in a consistent, auditable order to ensure all required elements are present and signatures are attributable.

01

Prepare Document: Populate parties, effective date, and scope before sharing for review.
02

Internal Review: Have legal or authorized staff confirm terms and signatory authority.
03

Exchange for Signature: Send to counterparty with clear instructions and deadline.
04

Record Retention: Store executed copies and audit trail for the retention period.

How electronic execution and exchange typically flows

Use a consistent digital workflow so each party can verify identity, consent to electronic records, and keep a reproducible audit trail.

Upload: Sender uploads final agreement and prepares signature fields.
Assign Signers: Add signer names, emails, and any authentication steps.
Sign: Each party reviews and signs electronically; platform timestamps actions.
Archive: Distribute executed copies and store the audit trail.

Recommended online workflow settings for Mutual NDA execution

Configure the digital workflow to preserve intent, attribution, consent, and record retention consistent with ESIGN and UETA.

Field	Configuration
Signature Type	Electronic signature with audit trail and timestamp
Authentication	Email link + optional SMS code for higher assurance
Access	Set signing order or parallel signing as needed
Retention	Retain PDF and audit log for the required period

Digital signing and platform considerations

Choose a platform that captures signer intent, attribution, and a tamper-evident audit trail consistent with ESIGN/UETA.

Authentication: Email, SMS, or stronger methods
Audit Trail: Timestamps, IP, action history
Security: TLS in transit; AES-256 at rest

Mutual NDA versus unilateral NDA — key differences

Choose mutual or unilateral NDAs based on which parties will exchange confidential information and whether obligations should be reciprocal.

Criteria	Mutual NDA	Unilateral NDA
Reciprocity
Typical use	two-way sharing	one-way disclosure
Negotiation complexity	higher	lower
Preferred when	both sides share	only one side shares

Representative eSignature provider comparison for executing Mutual NDA Statements

The table shows common pricing and capability markers for eSignature providers used to execute Mutual NDAs. signNow is listed first per standard comparison practice.

	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 by plan	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Common preparation mistakes to avoid

Vague definitions of confidential information that create disputes about what is protected and what is excluded.
Failing to confirm signatory authority which can render the agreement unenforceable or delay execution.
Using open-ended term language like 'reasonable period' rather than specifying a definite duration.
Transmitting sensitive information before the counterparty executes the agreement and records are retained.

Risks and legal consequences of improper Mutual NDA execution

Enforceability Risk: May be challenged under ESIGN (15 U.S.C. §7001) if electronic intent or consent is lacking

Breach Remedies: Injunctive relief or damages, depending on contract terms and state law

Confidentiality Loss: Public disclosure can destroy trade secret protection

Regulatory Exposure: HIPAA or financial regs apply if protected data mishandled

Tax Record Issues: Inadequate retention may complicate tax reporting obligations

Reputational Harm: Unauthorized disclosures can damage business relationships

Frequently asked questions about the Mutual NDA Statement

Answers to common execution, enforceability, and storage questions to help parties avoid typical pitfalls when exchanging confidential information.

Need help? Contact support

Can a Mutual NDA be signed electronically?
Yes. Electronic signatures are legally valid under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states when the signer demonstrates intent, consents to electronic records, the signature is attributable, and the record can be retained.
Is notarization required for enforceability?
Generally no. Notarization is not required for most NDAs; a notary may add evidentiary weight but is not necessary for contract validity in ordinary commercial contexts.
What if parties want different terms?
If terms differ materially, negotiate and produce a single consolidated agreement everyone signs. Avoid sending conflicting unilateral versions that create ambiguity about enforceable terms.
How long should confidentiality last?
Choose a reasonable, specific period based on the information type; common commercial terms are 2–5 years, while trade secrets may require survival provisions beyond expiration.
What to do after a breach is suspected?
Preserve evidence, notify counsel, and follow any injunctive or cure provisions in the NDA; consider seeking provisional relief if irreparable harm is likely.
How should executed NDAs be stored?
Store signed PDFs and audit logs in a secure repository with access controls and document-level retention policies to meet business and regulatory requirements.

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