Confidentiality Agreement/NDA: mutual-short

A short form NDA, in the form of a letter agreement, for the mutual disclosure of confidential information for use in general business transactions and joint ventures.  It ensures equal protection for both parties’ confidential information.

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When do I use this document?

  • for general business transactions or joint ventures
  • where both parties will disclose confidential information
  • for a shorter form NDA with principal legal protections for the parties

What are the key features?

  • 17 paragraphs over 3 pages
  • definitions of Confidential Information and Proposed Transaction
  • confidentiality obligations
  • authorised recipients of Confidential Information
  • circumstances permitting compulsory disclosure
  • procedure for returning Confidential Information to its owner
  • duration of agreement

What other documents are available?

For a longer form of mutual confidentiality agreement with more extensive protections for the benefit of the disclosing party, see

For forms of confidentiality agreement where only one party will disclose confidential information see

When do I use this document?

  • for the grant of both a put option and call option over shares in a private limited company
  • so that both the buyer has an option to purchase the shares and the seller has an option to sell the shares

What are the key features?

  • 24 clauses over 16 pages
  • grant of the put and call options, with related definitions of option shares, exercise conditions and exercise periods
  • put option exercise and form of exercise notice
  • call option exercise and form of exercise notice
  • mechanics for sale and purchase of option shares
  • warranties and undertakings from the seller

What else do I need to know?

The principal matters which the parties to a put and call option agreement will need to negotiate include:

  • option shares: the number of option shares
  • exercise conditions: whether either option exercise is subject to satisfaction of any pre-conditions
  • exercise periods: the time periods during which the seller may exercise the put option and the buyer may exercise the call option
  • exercise price: the price payable for the shares

What other docs are available?

For alternative option agreements over shares, see:

Explanatory Guides

As with all of our document templates, your purchase will include access to clear explanatory guidance on the document and its use.

Updated by a lawyer on 04/11/2025

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