England & Wales · 5 pages · v2026.09
Mutual Non-Disclosure Agreement
Two-way confidentiality agreement for business discussions, pitches, due diligence and partnerships under the law of England and Wales.
- Two-way protection for talks, pitches and partnerships
- Clear carve-outs, permitted disclosures, return or destroy
- Trade-secret, data-protection and whistleblowing terms
- Company and individual signature options, e-signature ready
What you get
- Mutual Non-Disclosure Agreement – editable Word (.docx) and PDF
- Optional one-way conversion note (disclosing party only)
- Definitions that cover oral, unmarked and derived information
- Duration, remedies, no-licence and no-obligation-to-proceed clauses
- Guidance notes: when an NDA works, when it does not, how long it should last
- Use for unlimited counterparties of your own
Who it is for
UK businesses, founders, consultants and professionals in England and Wales exchanging confidential information for a defined purpose: partnership talks, supplier evaluation, pitching, due diligence, joint bids.
Compare with a free template
Free templates are fine when they are current and you know what every clause does. This is what you are paying for.
| Free template found online | This document | |
|---|---|---|
| Law currency | Often pre-dates the Employment Rights Act 2025 changes of 6 April 2026 | Law stated as at September 2026, with the version number on every page |
| Guidance notes | Rarely explain what a clause does or what to put in a blank | Plain-English note on every key clause and a compliance checklist |
| Editable Word + PDF | Often PDF-only or locked, so you retype it | Editable .docx with yellow fields to complete, plus a print-ready PDF |
| Support and updates | No one to ask and no updates | Email support, the current version on request when the law changes, and a 30-day fix-or-refund promise |
Questions about this document
- What is the difference between a mutual and a one-way NDA?
- A mutual NDA protects information flowing in both directions, which is the usual position when two businesses discuss a partnership, a supply arrangement or a possible deal. If only one side will be disclosing, the agreement includes a note on the two edits that turn it into a one-way NDA.
- How long should an NDA last?
- Two or three years is usual for commercial discussions, with trade secrets protected for as long as they remain secret. The term and the survival period after the agreement ends are both set in the Particulars, and the guidance notes explain how to choose them. An indefinite term is harder to justify and can make the agreement less likely to be enforced as written.
- Is an NDA enforceable in England and Wales?
- Yes, as an ordinary contract: the remedies are an injunction to stop further disclosure and damages for loss caused. It cannot stop a protected whistleblowing disclosure or a report to a regulator or the police, and the agreement says so expressly, which is also what keeps the rest of it enforceable.
- What counts as confidential information?
- The definition covers information disclosed orally, in writing or electronically, whether or not it is marked confidential, and information derived from it. The usual exclusions apply: information already public, already known to the recipient, independently developed, or required to be disclosed by law or a court.
- Does signing commit us to doing a deal?
- No. The agreement contains express no-obligation-to-proceed and no-licence clauses, so either party can walk away and nothing in the discussions transfers any rights in the information. It also has a return-or-destroy clause for when the talks end.
- Can we sign it electronically?
- Yes. An NDA is a simple contract, so typed or platform e-signatures by an authorised signatory of each party are effective, and the signature page is laid out for both companies and individuals. Keep the signed copy with a note of the date it was exchanged.
- Does it cover personal data?
- It includes data-protection terms for personal data that is shared in the course of the discussions, but an NDA is not a substitute for a data-processing agreement where one party will process personal data on the other’s behalf. The guidance notes say when you need the additional document.
Often needed together
The documents landlords and employers use alongside this one.
Consultancy Agreement (Independent Contractor)
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Employment Contract (England & Wales)
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Get this and the documents above in the Employer Starter Pack 2026 (UK) for £29.99 and save £10.98.
Law stated as at September 2026·Version number on every page; law date on the cover
A general precedent drafted by UK lawyers, not legal advice on your situation; take advice on anything unusual. Drafting assisted by AI tools under lawyer review.
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