When should you use a mutual NDA?
A mutual NDA is designed for situations where both parties will disclose confidential information. GOV.UK’s Intellectual Property Office guidance says to use a one-way NDA if only one side is disclosing and a mutual NDA if both sides are.
Use mutual when both sides disclose
If each party expects to share information that should remain confidential, a mutual agreement can place confidentiality obligations on both sides.
Do not make it mutual by habit
If only one party is disclosing confidential information, a one-way NDA may be the more accurate structure. The IPO specifically warns against turning a genuinely one-way arrangement into an artificial mutual one.
Think about what is actually confidential
Define the purpose and the information being protected. Keep records of important disclosures, particularly where technical, commercial or intellectual-property information is involved.
Cross-border deals need extra care
Where the parties are in different countries, governing law, jurisdiction and enforcement require particular attention.
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Open NDA Builder →Official source: GOV.UK Intellectual Property Office NDA guidance. Check current official guidance for your circumstances.