Best real‑world examples of mutual nondisclosure agreement examples

Real examples of mutual nondisclosure agreement examples in modern deals

Mutual NDAs show up in almost every serious business conversation now. Instead of starting with definitions, let’s look at how they’re actually used.

In 2024–2025, the best examples of mutual nondisclosure agreement examples share a few traits:

• They clearly define what counts as confidential information.
• They carve out realistic exceptions (public, previously known, independently developed, or lawfully obtained from a third party).
• They set a reasonable time limit, usually 2–5 years after disclosure.
• They address modern issues like AI training data, cybersecurity standards, and cross‑border transfers.

From there, the details shift depending on the deal type. Below are concrete, deal‑driven examples of mutual nondisclosure agreement examples and the clause patterns you’ll actually see.

SaaS partnership: example of a mutual NDA between two tech companies

Imagine a mid‑size SaaS company integrating its platform with a larger cloud provider. Both sides will share API documentation, system architecture diagrams, customer usage metrics, and pricing models.

In this example of a mutual nondisclosure agreement for a SaaS partnership, you’ll typically see:

Scope of confidential information
The definition is broad, but often called out in categories:

“Confidential Information includes, without limitation, product roadmaps, source code snippets, API specifications, security documentation, system performance data, customer lists, pricing, and non‑public financial information disclosed by either party.”

Use of information
The use clause is narrow:

“Recipient shall use Confidential Information solely for evaluating and implementing a potential integration between the parties’ respective products and services.”

AI and machine learning carve‑out
A newer 2024 trend is an explicit restriction on using data to train models:

“Recipient shall not use Discloser’s Confidential Information to train, fine‑tune, or otherwise improve any artificial intelligence or machine learning models, except as expressly agreed in a signed writing.”

This kind of clause is quickly becoming standard in tech‑focused examples of mutual nondisclosure agreement examples, especially where customer data or proprietary algorithms are involved.

Startup fundraising: examples include founder–investor mutual NDAs

Most venture capital firms still refuse to sign NDAs before seeing a pitch deck. But in certain cases—strategic investors, corporate venture arms, or late‑stage rounds—founders and investors do sign mutual NDAs.

In real examples of mutual nondisclosure agreement examples for fundraising, you’ll often see:

Narrow definition of confidential information
Investors push to limit what they’re responsible for:

“Confidential Information does not include general market information, industry analyses, or information relating to investment strategies or preferences of Recipient.”

Portfolio company conflict language
Investors want to protect their ability to invest in competitors:

“Nothing in this Agreement shall restrict Recipient from investing in, or engaging in discussions with, any other company, including those that may compete with Discloser, provided Recipient does not misuse Discloser’s Confidential Information.”

Shorter duration
Two to three years is common here, compared to five years in other contexts.

These fundraising‑focused examples of mutual nondisclosure agreement examples show how the same basic structure gets tweaked to reflect the investor’s need for flexibility.

Manufacturing and supply chain: best examples for pricing and specs

In manufacturing, mutual NDAs often sit alongside supply agreements, RFQs, and quality standards. Both sides share sensitive information: the buyer discloses demand forecasts and product design; the supplier shares factory capabilities and cost structures.

A manufacturing‑focused example of a mutual NDA usually includes:

Technical drawings and samples
The definition of confidential information explicitly names CAD files, prototypes, and tooling specifications:

“Confidential Information includes technical drawings, CAD files, prototypes, tooling specifications, bills of materials, and manufacturing processes disclosed by either party.”

Subcontractor disclosure
Suppliers often need to share information with subcontractors:

“Recipient may disclose Confidential Information to its subcontractors strictly on a need‑to‑know basis, provided such subcontractors are bound by written confidentiality obligations no less protective than those set forth herein.”

Export control and sanctions
With global supply chains, 2024‑era NDAs increasingly reference export control compliance and sanctioned parties.

For background on export control rules that often get referenced in these agreements, the U.S. Department of Commerce’s Bureau of Industry and Security maintains current guidance: https://www.bis.doc.gov.

These are some of the best examples of mutual nondisclosure agreement examples for companies dealing with sensitive hardware, regulated components, or cross‑border manufacturing.

HR, consulting, and data privacy: examples include employee data and audits

Mutual NDAs also show up in HR and consulting projects where both sides share sensitive information. The client reveals employee data, internal policies, and sometimes investigation files. The consultant shares proprietary methodologies, templates, and benchmarks.

A consulting‑oriented example of a mutual NDA will often:

Address personal data explicitly
Because employee and customer data may be involved, you’ll see a privacy‑aware clause:

“To the extent Confidential Information includes personal data, the parties shall process such data in accordance with applicable data protection laws, including, where applicable, the EU General Data Protection Regulation (GDPR) and U.S. state privacy laws.”

Limit internal sharing
Consultants want to use learnings in an anonymized way; clients want guardrails:

“Consultant may use generalized know‑how and anonymized, aggregated data derived from the Services, provided such use does not identify Client or any individual.”

For up‑to‑date guidance on handling health‑related employee data that may be touched by an NDA, the U.S. Department of Health and Human Services provides HIPAA resources at https://www.hhs.gov/hipaa.

These privacy‑conscious examples of mutual nondisclosure agreement examples reflect the reality that NDAs can’t ignore data protection law anymore.

M&A and due diligence: example of a mutual NDA for a potential acquisition

In mergers and acquisitions, NDAs are often called “confidentiality agreements,” but they function the same way. In a potential acquisition, both sides share sensitive information—financial statements, customer contracts, litigation exposure, and trade secrets.

A deal‑driven example of a mutual nondisclosure agreement in M&A will typically include:

Standstill or no‑solicit provisions
Buyers may agree not to poach key employees or approach shareholders directly for a period of time.

Clean team or restricted access language
Where antitrust issues are possible, NDAs sometimes limit who can see competitively sensitive information.

Return or destruction of information
After the deal falls through or closes, there’s usually a clear process:

“Upon Discloser’s written request, Recipient shall promptly return or destroy all copies of Confidential Information and certify such destruction in writing, except that Recipient may retain one archival copy solely for legal or compliance purposes.”

For broader context on confidentiality expectations in M&A, the American Bar Association’s Business Law Section offers practical guidance and model documents: https://www.americanbar.org/groups/business_law/.

These are some of the most negotiated examples of mutual nondisclosure agreement examples, because the stakes—leaks about a potential sale—are high.

Cross‑border and remote work: examples include cloud storage and foreign affiliates

Remote work and global teams have quietly reshaped how mutual NDAs are drafted. Information is almost always stored in the cloud, accessed from multiple countries, and shared with affiliates.

In a cross‑border example of a mutual NDA, you’ll often see:

Data location and security standards

“Recipient shall implement commercially reasonable administrative, technical, and physical safeguards to protect Confidential Information, including access controls, encryption in transit and at rest, and regular security testing.”

Security language in these examples of mutual nondisclosure agreement examples is increasingly aligned with industry frameworks (like NIST) or sector‑specific requirements.

Affiliates and group companies

“Recipient may disclose Confidential Information to its Affiliates and their personnel who have a need to know such information, provided such Affiliates are bound by confidentiality obligations no less protective than those set forth herein.”

Governing law and jurisdiction
Cross‑border NDAs must pick a law and forum. U.S. companies often choose New York, Delaware, or California; others pick English law for international deals.

Key clauses that show up across the best examples of mutual nondisclosure agreement examples

Across all of these scenarios, the structure is surprisingly consistent. When lawyers talk about the best examples of mutual nondisclosure agreement examples, they’re usually looking for clarity in a few recurring areas:

1. Definition of Confidential Information
Broad enough to protect you, but not so vague that nothing is workable. Many NDAs also specify how information must be marked (for example, “CONFIDENTIAL” in the subject line for emails) and how oral disclosures must be confirmed in writing.

2. Exclusions
Standard carve‑outs keep the agreement realistic:

• Publicly available information.
• Already known to the recipient.
• Independently developed without using confidential information.
• Rightfully received from a third party without a duty of confidentiality.

3. Purpose limitation
The information can only be used for a clearly stated purpose—evaluating a partnership, performing services, exploring a transaction.

4. Standard of care
Most NDAs require the recipient to protect information with at least the same care it uses for its own information, and no less than reasonable care.

5. Term and survival
The agreement itself might last one to three years, while confidentiality obligations survive longer—often two to five years, or indefinitely for trade secrets.

6. Remedies
Because money damages may not be enough, NDAs often allow for injunctive relief (a court order to stop disclosure).

These building blocks appear in almost all real examples of mutual nondisclosure agreement examples, no matter the industry.

Trends shaping mutual NDAs in 2024–2025

A few current trends are reshaping how lawyers draft and negotiate these agreements:

AI and data usage
As more companies use AI tools internally, NDAs increasingly ban feeding confidential material into external AI services. Some even require that any AI processing occurs in a private, controlled environment.

Data breach notification
It’s becoming common to include a specific obligation to notify the disclosing party promptly in the event of a breach involving confidential information.

Trade secret awareness
Because trade secrets only stay protected if they’re subject to reasonable secrecy measures, NDAs are a key part of that strategy. The U.S. Patent and Trademark Office offers a helpful overview of trade secrets and confidentiality practices at https://www.uspto.gov/trademarks/laws/trade-secrets.

State law patchwork
In the U.S., state trade secret laws and contract law can affect how NDAs are interpreted. Many agreements now explicitly reference the federal Defend Trade Secrets Act to preserve certain rights and notice requirements.

These trends show up across the best examples of mutual nondisclosure agreement examples and are worth considering if you’re updating older templates.

FAQ: examples of mutual nondisclosure agreement examples and common questions

Q: Can you share a simple example of a mutual nondisclosure agreement clause?
A: A very stripped‑down example of a mutual NDA purpose clause would be: “The parties agree to exchange certain non‑public information for the sole purpose of evaluating a potential commercial relationship between them, and each party agrees to hold such information in confidence and not disclose it to third parties except as permitted herein.” Real‑world NDAs will be longer, but the core idea is the same.

Q: Do mutual NDAs always protect both parties equally?
A: Not necessarily. Even in mutual forms, one side may disclose much more sensitive information. That party might negotiate longer confidentiality periods, stricter security standards, or broader definitions of confidential information. Reading real examples of mutual nondisclosure agreement examples from your industry can help you see what “balanced” typically looks like.

Q: How long should a mutual NDA last?
A: For ordinary business discussions, two to five years of confidentiality obligations is common. For trade secrets (like formulas or source code), many companies push for obligations that last indefinitely. The right answer depends on how long the information will actually matter.

Q: Are there public templates or examples of mutual nondisclosure agreement examples I can review?
A: Yes. Many law schools and bar associations publish sample NDAs. For instance, some U.S. universities host template agreements for research collaborations on their technology transfer or general counsel websites. These aren’t one‑size‑fits‑all, but they’re useful starting points to compare against your own draft.

Q: Is a mutual NDA enforceable in every country?
A: Enforceability depends on local contract law, trade secret law, and public policy. Most developed legal systems recognize confidentiality obligations, but details vary. For cross‑border deals, it’s smart to pick a governing law and jurisdiction and have local counsel confirm that the agreement works in the countries where you’ll actually operate.

The bottom line: the strongest mutual NDAs are not just long—they’re tailored to the deal, written in plain language, and informed by real examples. Reviewing these examples of mutual nondisclosure agreement examples from tech, manufacturing, consulting, fundraising, and M&A will give you a realistic checklist of what to include, what to negotiate, and what to watch out for.