A mutual NDA in plain English

Potential customers sometimes want a mutual non-disclosure agreement (NDA) in place before sharing design information.

To make the process easier we've adapted and made freely available a mutual NDA to read in plain English.

The document adapted is based on Common Paper's Mutual NDA, used under a CC BY 4.0 licence.

The Common Paper Mutual NDA was created by dozens of attorneys from technology, procurement, boutique, and Big Law firms.

Our intention is to make it easier for two engineering teams to compare notes and for any disagreements to be resolved more easily.

It is not a substitute for legal advice, and we are not lawyers.

Arbitration

To make cross border enforcement easier, disputes are mediated first, and only then sent to expedited arbitration under the WIPO rules.

An arbitration award is enforceable if both signatories are subject to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Nearly every country in the world is a signatory.

Adaptations

We've made a handful of choices in the document:

• Default limitation of five years. The cover-page form enables the Confidentiality Period for the two parties to be changed, we've defaulted it to 5 years from the day information is shared, rather than leaving it open-ended. This is only a default and can of course be changed.
• AI usage. Public AI and machine-learning services that may train on what you feed them are not allowed. Enterprise services used under terms that say they will not train on your data are acceptable.
• Cloud provider backups. When the agreement ends, the recipient has to return or delete what it holds and confirm it in writing - but we do not promise that a cloud provider's backups are gone, because routine backups are not something either party usually controls.

Seek legal advice

If you intend to rely on this NDA we recommend you take your own legal advice, particularly on the governing law and the place of arbitration, which are the fields on the cover page most likely to need changing for your situation.

Source document and alternatives

Our document is adapted from Common Paper's Mutual NDA, used under CC BY 4.0. If you want a more widely recognised alternative, look at oneNDA. We chose not to use oneNDA because it is published under CC BY-ND (you can use it as it stands, but you cannot modify it).

If you would like to use this NDA, start by filling in the cover page and you'll receive a PDF or Word document with your details already entered, ready to sign.

Read the document first at /help/nda or if you would rather, or download the plain PDF or Word document. The cover pages are blank so it leaves it up to you to customise.