Standard confidentiality agreement (NDA): mutual

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What's a standard confidentiality agreement (NDA): mutual and when do you need it?

This is a standard confidentiality agreement where both parties will be disclosing confidential information to each other. It need not be the same type of information that is being disclosed, as long as both parties are disclosing information that they consider to be a trade secret and/or something that would not be publicly discoverable in any form.

If you want to share confidential information with someone else outside your business, a non-disclosure agreement (or NDA) is a good way to ensure that the person you share the information with fully understands how important it is to you. A good NDA will set out clearly what they can and cannot do with what you tell them and crucially, it requires them to contractually agree that they will protect the confidentiality of that information. Confidential information is anything that a member of the public wouldn't know or be able easily to find out.

If you will be the only party disclosing confidential information, (which might be the case, for example, where you are considering appointing another business or individual as an agent or to provide you with advice), you should use our standard confidentiality agreement (one-way) template, unless you want something very 'light touch', in which case take a look at our simple confidentiality agreement (one-way) in case it may suit you better.

What else might you need?

For more information about confidentiality agreements, (often called NDAs - short for non-disclosure agreements), take a look at our guide: What's the point of NDAs'. This sets out more context around when confidentiality agreements can be really effective, and equally, when they will not be - or, they would not always be welcomed by a recipient (e.g. investors often refuse to sign them).

Vitally, if you're disclosing information that merits a confidentiality agreement, this means you're sharing trade secrets - IP (intellectual property) that is likely to go to the heart of the value of your business, the strength of your reputation and your competitive advantage. Always ensure that the terms of your confidentiality agreement contain a robust definition of what you consider to be confidential information. And try to never disclose anything valuable - with or without a confidentiality agreement - unless you've put the right protections in place around that IP.

IP can take many different forms, from software code, to product recipes, process formulae, your strategic approach and intentions, key operational know-how, written records, sound or video recordings, details of patents, drawings and designs, logos, slogans, packaging and advertising materials, all of your brand identity and trade marks, etc... The list is long. Almost anything important to your business that is not publicly known and would give someone a competitive edge or benefit if they knew it about you and therefore did not have to second guess you, pretty much falls into this bucket.

Take a look at our introductory guide to intellectual property and make sure you're covering what you've created and what's key to your operations. This guide will unlock other areas that you can choose to delve into in more detail if you wish. Our guide: is my business innovative? How patents can help it grow may also be of interest.

And take special care that you equally respect disclosures made in confidence to you by your counterpart in this situation and that you have appropriate arrangements in place to ensure that those working with you, who may also have access to this information, equally behave lawfully and responsibly when handling that data.

If you're worried about any disclosure that you've already made, or that someone may have leaked or abused your trade secrets, please use our Speak to a lawyer service and we will help you work out the best next steps, including what's worth you pursuing and the costs of that pursuit, so you can make a properly informed decision about your options.

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