Mutual NDA template

A mutual NDA is a short agreement where two parties both promise to keep each other's confidential information private, and it is usually signed before a first real conversation about a deal, a hire or a partnership.

What a mutual NDA is

NDA stands for non-disclosure agreement. In a mutual one, both sides share and both sides protect. That is the difference from a one-way NDA, where only one party discloses. Mutual NDAs are common when two companies explore working together and neither knows yet who will share more.

This page is general information, not legal advice. It explains what these documents usually contain so you can talk to your lawyer with better questions. Have a lawyer review your own template before you use it.

When it is used

Two companies are about to talk about a partnership, an integration or an acquisition.
A startup is about to show a product roadmap to a possible reseller.
Two consultants plan to pitch a client together and will share their methods.
A vendor and a buyer need to swap pricing and technical details before a proposal.

In each case the NDA comes before the meeting, so speed matters more than drafting. That is why a fixed template is the usual choice.

What it usually contains

Section	What it does
Parties	Names both sides, with legal names and addresses.
Purpose	Says why information is being shared, which limits how it can be used.
Definition of confidential information	Says what counts, often anything marked or reasonably understood as confidential.
Exclusions	Lists what does not count, such as public information or things a party already knew.
Obligations	Says how each side must protect the other's information and who inside may see it.
Compelled disclosure	Says what happens if a court or agency orders a party to disclose.
Term	Says how long the duty lasts, often a set number of years after the last disclosure.
Return or destruction	Says what happens to materials when talks end.
General terms	Governing law, remedies, and how changes must be made.
Signature block	One block per party, with name, title and date.

Things to get right

Use legal names. A short trading name is weaker than the registered company name. Put the right entity in the parties section and in the signer's title.
Keep the purpose narrow. A broad purpose lets the other side use your information for more than you meant.
Check the term. Some information, like trade secrets, may need protection for longer than a fixed number of years. Ask your lawyer.
Decide on signing order. For a mutual NDA, both sides usually sign at the same time, so set ordered to false. See signing order.
Keep the sealed copy. Store the signed PDF and the audit trail together.

How to send it for signature with docuinked

In the app

Upload your mutual NDA as a PDF. Place a signature, name and date field for each party. Send it. Both people get an email, sign on any phone or computer, and both get the sealed PDF. If you send the same NDA often, save it as a template with two signer roles, and next time you only type names and emails.

By API

One call creates and sends it. Both parties sign in any order.

curl https://docuinked.com/v1/documents \
  -H "Authorization: Bearer $DOCUINKED_API_KEY" \
  -H "Idempotency-Key: mnda-deal-4821" \
  -H "Content-Type: application/json" \
  -d '{"title": "Mutual NDA: Example Co and Sample LLC",
       "pdf_url": "https://example.com/mutual-nda.pdf",
       "ordered": false,
       "signers": [{"name": "Dana Reed", "email": "dana@example.com"},
                   {"name": "Sam Ortiz", "email": "sam@example.org"}],
       "fields": [{"signer": 1, "kind": "signature", "anchor": "Party A signature:"},
                  {"signer": 1, "kind": "date", "anchor": "Party A date:"},
                  {"signer": 2, "kind": "signature", "anchor": "Party B signature:"},
                  {"signer": 2, "kind": "date", "anchor": "Party B date:"}],
       "send": true}'

Try it with a test key first. Test keys send no email. The Idempotency-Key makes a retry safe, so a rerun never sends a second NDA. See idempotency.

From an agent

Connect the MCP server to Claude, Cursor or your own agent and ask it to prepare a mutual NDA for a named contact. The agent calls create_from_template with your saved NDA. When it asks to send on a live key, the server returns an approval_url. A named person on your account reads the draft and approves it. The agent never signs. Read how approvals work and the NDA automation page.

Sources

Checked 2026-11-07.

ESIGN Act, 15 USC 7001: a signature or contract may not be denied effect solely because it is electronic.
ESIGN definitions, 15 USC 7006: what counts as an electronic signature.

Common questions

Is a mutual NDA better than two one-way NDAs?

One mutual NDA is simpler when both sides will share. It keeps one set of terms and one signing event. If only one side shares, a one-way NDA is shorter and clearer.

Who should sign a mutual NDA for a company?

Someone with authority to bind the company, often an officer or a manager with signing rights. Put their name and title in the signature block so the record shows who signed and in what role.

Can I send the same mutual NDA to several companies at once?

Each company needs its own document, with its own name in the parties section. Make one call per company. During the beta, live sends are limited to 100 a day per account.

What if the other side wants to use their own NDA?

Upload their PDF instead of yours and place fields on it. docuinked signs whatever PDF you give it, so you can agree on their wording and still get a sealed record.

Try it in test mode

Free during the beta. Test keys send no email, so you can build the whole flow first.

Get an API key Read the quickstart