Mutual NDA Template (Free Word Download) for Consultants and Agencies

A mutual NDA is an agreement where both businesses share confidential information and both promise to keep what they receive confidential and use it only for an agreed purpose. It is the usual choice before a first real meeting with a prospect or a partner, when they will show you their numbers and you will show them how you work. Below you'll find a free mutual NDA template to copy or download as a Word file, a table for choosing mutual or one-way, and steps for getting it signed before the meeting.

The template is written for consultants, agencies, freelancers and small B2B firms. It is not an employee NDA, which is a different document.

If you want the NDA signed before the prospect shows you anything, you can try Dovio free. It’s a 14-day free trial, no card required.

Mutual vs. one-way (unilateral) NDA: which do you need?

In a one-way NDA only one side shares and only the other side promises confidentiality. In a mutual NDA both sides do both. Before a client engagement both sides usually show something, so a mutual NDA fits. The terms are the same in both directions, which also makes it easier to send without negotiating.

Your situation	NDA	Notes
First call with a prospect who will show numbers, plans or systems, while you show how you would approach the work	Mutual (this template)	Set the purpose to evaluating the engagement
Partnering, referring work or white-labeling with another agency or consultant	Mutual (this template)	Name the partnership in the purpose
You pitch your own method, tool or pricing model and the other side shares nothing sensitive	One-way, you disclose	Make the template one-way (see below), or keep it mutual
A client lets you review their systems, data or code before you quote	One-way, the client discloses	The client often sends their own NDA
You bring a freelancer or subcontractor onto a client project	One-way from you, or mutual	Make it at least as strict as what you promised the client
You hire an employee	Not this template	Employee confidentiality belongs in the employment paperwork

What a mutual NDA should cover

The parties. Legal name, company or registration number, address and email for each business.
The purpose. Why you are sharing information, for example to evaluate a possible engagement. The information can only be used for this.
Definition of confidential information. What counts, with examples, in every form you’ll actually share it, including calls and screen shares.
Exclusions. Information that is already public, that the receiver already had, that comes from someone free to share it, or that the receiver developed independently.
Obligations. Use it only for the purpose, share it only with people who need it and are bound by confidentiality, and protect it.
Term and survival. How long information shared under the NDA is covered, and how long it must stay confidential afterward.
Return or deletion. What happens to files and copies when the talks end or one side asks.
Governing law and signatures. Which laws and courts apply, and who signs for each business.

Download the mutual NDA template

The template below is the full agreement. Copy the text or download it as a Word file. Fill in the fields in square brackets, and where you see Option A and Option B, keep one and delete the other. The template calls the businesses Party A and Party B, and each one is a Disclosing Party when it shares and a Receiving Party when it receives.

Mutual NDAWord (.docx)Download

Get it signed before the meeting. Send the NDA from Dovio and see when it’s signed.

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If you would rather e-sign than print, paste the NDA into Dovio once as a contract template and swap the brackets for the contact and company fields. Each time you send it, the other side’s details fill in.

Mutual Non-Disclosure Agreement

1. Parties

Party A: [Company name], [company or registration number], [address], [email] ("Party A").

Party B: [Company name], [company or registration number], [address], [email] ("Party B").

Party A and Party B are each a "Party" and together the "Parties". Each Party is a Disclosing Party when it shares information and a Receiving Party when it receives it.

2. Purpose

The Parties want to share information with each other in order to [evaluate a possible consulting engagement / discuss a partnership on [project] / scope a proposal for [project]] (the "Purpose").

3. Confidential Information

3.1 "Confidential Information" means any non-public information that one Party shares with the other in connection with the Purpose, in any form, including information shared in writing, by email, in files, on calls and in meetings, by screen share or demonstration, or by giving access to systems or documents. It includes, for example, [financial information, customer lists, pricing, business plans, source code, product plans, methods and working materials].

3.2 The fact that the Parties are in discussions, and the content of those discussions, is also Confidential Information.

Option A (marked or not): Information is Confidential Information whether or not it is marked as confidential, if a reasonable person would understand it to be confidential from its nature or the way it is shared.

Option B (marked only): Written information is Confidential Information only if it is marked as confidential. Information shared orally or visually is Confidential Information only if the Disclosing Party says it is confidential at the time and confirms that in writing within [number] days.

4. Exclusions

This agreement does not cover information that the Receiving Party can show (a) is or becomes public, other than through a breach of this agreement, (b) it already had, without a duty of confidentiality, before receiving it from the Disclosing Party, (c) it received from someone else who was free to share it, or (d) it developed independently, without using the Disclosing Party’s Confidential Information.

5. Obligations

The Receiving Party will (a) use the Confidential Information only for the Purpose, (b) not disclose it to anyone except its own employees, contractors and professional advisers who need it for the Purpose and are bound by confidentiality duties at least as strict as this agreement, (c) protect it with at least the care it uses for its own confidential information, and no less than reasonable care, and (d) tell the Disclosing Party promptly if it becomes aware of any unauthorized use or disclosure.

The Receiving Party is responsible for any breach of this agreement by the people it shares Confidential Information with.

6. Disclosure required by law

If the Receiving Party is required by law, regulation or court order to disclose Confidential Information, it will, where permitted, tell the Disclosing Party first so that the Disclosing Party can respond, and will disclose only the part that is required.

7. No license and no obligation

7.1 All Confidential Information stays the property of the Disclosing Party. This agreement does not give the Receiving Party any license or other right to it, except to use it for the Purpose.

7.2 Confidential Information is shared "as is". Neither Party is required to share any particular information, and neither Party is required to enter into any further agreement or transaction.

8. Return or deletion

When the Purpose ends, or within [10] days of a written request from the Disclosing Party, the Receiving Party will return or delete the Disclosing Party’s Confidential Information, including copies, and confirm this in writing if asked. The Receiving Party may keep copies it must keep by law, and copies in automatic backups that are not readily accessible, but those copies stay subject to this agreement.

9. Term

9.1 This agreement starts on the date the last Party signs it (the "Effective Date") and covers Confidential Information shared during [number] months from the Effective Date (the "Disclosure Period"). Either Party may end the Disclosure Period earlier by written notice.

9.2 The obligations in sections 5 to 8 continue for [number] years after the Disclosure Period ends.

9.3 [Optional] For [list specific information, for example source code or the Disclosing Party’s customer list], the obligations in sections 5 to 8 continue for as long as that information remains confidential.

10. Later agreement

If the Parties sign a further agreement about the Purpose, such as a consulting, services or partnership agreement:

Option A (hand off): the confidentiality terms of that agreement apply to information shared after it is signed, and this agreement continues to apply to information shared before.

Option B (run alongside): this agreement continues to apply alongside that agreement, unless that agreement says otherwise.

11. General

11.1 This agreement is the entire agreement between the Parties about its subject and replaces any earlier understanding about it.

11.2 Changes to this agreement must be in writing and agreed by both Parties.

11.3 Neither Party may assign this agreement without the other Party’s written consent.

11.4 Notices under this agreement are sent by email to the addresses in section 1, or to another address a Party gives in writing.

11.5 This agreement may be signed electronically and in counterparts.

12. Governing law and disputes

This agreement is governed by the laws of [state / country, for example the State of New York or England and Wales]. The Parties will first try to resolve any dispute by negotiation. If that fails, the dispute goes to the courts of [city / jurisdiction].

13. Signatures

The Parties have signed this agreement on the dates below. [Or: This agreement has been signed electronically by both Parties.]

For Party A

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

For Party B

Name: [name]

Title: [title]

Date: [date]

Signature: ____________________

This is a general template, not legal advice. It has not been tailored to your agreement. If the agreement involves significant amounts or anything out of the ordinary, have a lawyer review it before you sign.

How to fill in the template

Most of the template can stay as it is. Four decisions are worth a few minutes before you send it.

Write a narrow purpose

The purpose in section 2 sets the limit on what either side may do with the information. "To evaluate a possible engagement to redesign Party B’s onboarding" is clear to both sides. "To explore business opportunities" could cover almost anything. Write the purpose for this conversation, and send a new NDA, or update this one, if the talks turn into something else.

Match the definition to how you’ll share

A consultant’s first meeting with a prospect is mostly talk and screen shares. The prospect walks you through their numbers on a call or gives you read access to a folder. Very little of it arrives as a document stamped "confidential".

Section 3 lists every form of sharing, so the definition covers the call as well as the files. Then choose how strict to be about marking:

Option A (marked or not) covers anything a reasonable person would see as confidential. It fits a discovery call, where nobody stops to label things.
Option B (marked only) covers only what is marked, or what is called confidential on the call and confirmed in writing afterward. It gives both sides a clearer line, but someone has to send that follow-up email after every call.

Whichever you pick, share only what the other side needs for the purpose. A prospect can judge your approach without seeing every client name on your list.

Set the two time periods

Section 9 has two separate numbers. The disclosure period is how long information shared under the NDA is covered, which only needs to be long enough for the talks. The confidentiality period is how long everything must stay confidential after that.

Pick the confidentiality period from how long the information stays valuable. Last quarter’s numbers stop mattering quickly. A pricing model, source code or a customer list can matter for years. If one item needs longer than the rest, list it in section 9.3 and keep the general period shorter.

Decide what happens when the real agreement is signed

If the meeting goes well, you’ll sign a consulting, retainer or service agreement with its own confidentiality clause. Section 10 decides how the two documents fit together. Option A hands off to the new agreement for anything shared after it’s signed, which keeps one set of rules for the engagement. Option B keeps the NDA running alongside it, which suits a partnership where the NDA covers more than the engagement does.

Making the template one-way

To turn the template into a one-way NDA, make three edits. In section 1, name one business as the Disclosing Party and the other as the Receiving Party, and delete the sentence saying each Party is both. In section 2, change "The Parties want to share information with each other" to "The Disclosing Party wants to share information with the Receiving Party". In section 3.1, change "one Party shares with the other" to "the Disclosing Party shares with the Receiving Party". The rest of the template can stay as it is.

When to send the NDA

This template covers what is shared from the day the last party signs (section 9.1), so get it signed before anything sensitive is shown. In a sales process that moment comes early.

When the meeting is booked. Send the NDA with the meeting confirmation, or straight after it. Whoever expects to show something sensitive first can send it.
Before the discovery call. Check that it’s signed before the call where the prospect shows numbers, plans or systems, or where you walk them through your own method.
If it isn’t back in time. Hold the call anyway, and keep it to what you would say on your website. Agree on what to send once it’s signed.
Before you send files. Don’t send decks, data or access until the NDA is signed by both sides.
When the talks end. If the deal falls through, return or delete what you received under section 8 and confirm it in a short email.

When the other side sends their own NDA

Larger clients often send their own NDA. Read it against the sections of this template before you sign, and look for:

One-way dressed as mutual. The title says mutual, but the obligations only protect their information.
A purpose much wider than the deal. It should describe the conversation you are actually having.
No end date. Everything stays confidential forever, with no separate disclosure period.
Clauses that belong in a different agreement. A non-compete, a non-solicitation clause, or a clause that gives them ownership of ideas or work you share.
A residuals clause. It lets the receiver use what its people remember from your information. Check whether it is mutual and whether you are comfortable with it.
Marking rules you won’t follow. If they only protect marked information, check that your own calls and screen shares are covered too.
A return deadline or governing law that doesn’t fit. A very short deadline for deleting files, or courts far from both of you.

If something on the list is a deal-breaker, send back a short markup or offer your own mutual NDA instead.

NDA, consulting agreement or retainer?

Your situation	Agreement
Talks before a deal, where both sides will share sensitive information	Mutual NDA (this page)
The deal is agreed, as one project or advisory engagement with a defined result	Consulting agreement
The deal is agreed, as ongoing work for the same monthly fee	Retainer agreement
The deal is agreed, as a defined service priced per job or per period	Service agreement

Mutual NDA template for the UK

In the UK the same document is often called a mutual confidentiality agreement. To adapt it for a UK business, make these edits.

Change the title to Mutual Confidentiality Agreement if the other side expects that name.
In section 1, add each company’s registered number and registered office address.
Fill in the governing law in section 12 with the jurisdiction you choose, for example England and Wales.
Change license to licence and unauthorized to unauthorised in sections 5 and 7 if you prefer UK spelling.

Send the NDA from Dovio before the meeting

Dovio is an EU-hosted AI CRM for small businesses where the AI does the follow-up work. It has its own notetaker and built-in e-signing, so you send the NDA from where you keep the prospect’s details.

You save the NDA once as a contract template. When the meeting is booked, you send it from the contact’s page in Dovio, and the fields you mapped to the contact and their company fill in from the CRM. Your own name and email fill in on your side. The prospect signs through a link in their email. You can see whether they have opened it, started, signed or declined, so you know before the call whether it’s done. When the last person signs, everyone gets the signed copy by email.

From the moment you send it, the NDA shows on the contact’s page and on their company’s page, next to your emails and meetings, and the signed copy stays there once it’s done. If the talks lead to an engagement and you send the consulting or retainer agreement from Dovio, it shows up on the same contact and company pages. If you send Dovio’s notetaker to the call, it records and transcribes the meeting, then writes up a summary, suggests tasks and drafts the follow-up email for you to review and send. Ask the people in the meeting whether they’re fine with being recorded before you start. The contracts page shows the whole flow from template to signed agreement.

Summary

Use a mutual NDA when both sides will share something sensitive before a deal. Write a narrow purpose and make the definition cover calls and screen shares. Then set both time periods. Send it as soon as the meeting is booked, so it’s signed before anyone shows anything. If they send their own, read it against the checklist above before you sign.

Frequently asked questions

What is a mutual NDA?

A mutual NDA, also called a mutual non-disclosure agreement, a two-way NDA or a bilateral NDA, is an agreement where both parties share confidential information and both promise to keep the other’s information confidential and use it only for an agreed purpose. Between two businesses it is usually signed before a first real meeting about a project, a partnership or a deal.

Should I use a mutual or a one-way NDA?

Use a mutual NDA when both sides will share something sensitive, which is the usual case before a client engagement or a partnership. Use a one-way (unilateral) NDA when only one side shares, for example when a client lets you look at their systems before you quote. The template on this page is mutual, and the section on making it one-way shows the three edits needed.

When should I send the NDA?

As soon as the meeting is booked, so it is signed before anyone shows numbers, code or plans. If it is not back by the time of the call, keep the call to what you would say on your website and save the details for the next one.

What are red flags in an NDA someone sends me?

Check whether a "mutual" NDA only protects their information, whether the purpose is much wider than the deal you are discussing, and whether everything stays confidential forever. Also look for clauses that do not belong in an NDA, such as a non-compete, a non-solicitation clause or a transfer of ownership of your work, and for a residuals clause that lets them use what they remember.

How long should a mutual NDA last?

Decide two periods. The disclosure period is how long information shared under the NDA is covered. The confidentiality period is how long it must be kept confidential after that. Base the second one on how long the information stays valuable. Quarterly numbers age fast, while source code or a customer list can stay sensitive for years. The template has a field for each, plus an optional line for information that should stay confidential for longer.

Is a mutual NDA the same as a mutual confidentiality agreement?

Yes. Non-disclosure agreement and confidentiality agreement mean the same thing, and confidentiality agreement is a name you will often see in the UK. Two-way NDA and bilateral NDA are other names for a mutual NDA. The template on this page works under any of them.

Do I still need an NDA if my consulting agreement has a confidentiality clause?

Usually yes. That clause is typically written for the engagement itself, and the NDA covers the meetings before it. Section 10 of the template lets you decide how the two fit together once the bigger agreement is in place.