Confidentiality Agreement/NDA: Mutual – Long
A comprehensive NDA, in the form of an agreement, for the mutual disclosure of confidential information and 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 longer form NDA with strong legal protections for the discloser of information
What are the key features?
- 17 clauses over 9 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
- prohibition on poaching each other’s employees
- contractual indemnity for confidentiality breaches
- duration of agreement
What other documents are available?
For a shorter form of mutual confidentiality agreement, see
For forms of confidentiality agreement where only one party will disclose confidential information see
When do I use this document?
- for a business sale transaction
- where confidential information about the target business will be disclosed to a potential buyer
- for a longer form NDA with strong legal protections for the seller
What are the key features?
- 17 clauses over 9 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 the seller
- prohibition on the buyer poaching the seller’s employees
- contractual remedies for breach of the NDA, including contractual indemnity in favour of the seller
- duration of agreement
What else do I need to know?
It’s quite common that some clauses of an NDA may be resisted by the buyer. The guidance notes which accompany this document explain how provisions, such as the following, might be negotiated to reach mutual agreement.
- non-solicitation covenants
- a contractual indemnity for breach of the confidentiality obligations
- the duration of the agreement
What other docs are available?
For a shorter form of confidentiality agreement for a business sale transaction, see
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Updated by a lawyer on 04/11/2025
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