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Investor Mutual Non-Disclosure Agreement (NDA)

An Investor Mutual Non-Disclosure Agreement is a contract between two parties who plan to share confidential information with each other while they explore a possible investment. It is "mutual" because both sides disclose and receive information, so the same confidentiality obligations apply equally to each party rather than running one way. The agreement defines what counts as confidential information, sets out how each party may use what it receives, and limits that use to the specific purpose of evaluating the investment. It also covers how long the confidentiality obligations last, what happens to the information when the discussions end, and which legal system governs the arrangement.

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Frequently Asked Questions

In a mutual NDA, both parties disclose and receive confidential information, so the confidentiality obligations apply equally to each. A one-way (or "unilateral") NDA protects information flowing in only one direction - typically where one party shares and the other only receives. This template is built for situations where both an investor and a company expect to exchange sensitive information.

The template defines confidential information as anything one party shares that is marked confidential or that a reasonable person would treat as confidential given its nature or the circumstances. It lists examples such as business plans, financial information, pricing, know-how, technical data, and software. For the company specifically, it also covers financial models and projections and the capitalization table (a list of who owns the company's shares and on what terms).

The template includes a no-exclusivity clause. It states that nothing in the agreement prevents a party - in particular an investor - from evaluating or investing in other businesses, including competitors, provided it does not use the other party's confidential information to do so.

The agreement runs from the effective date until an end point the parties enter - either a fixed date or the point when the investment discussions are completed or called off. Separately, the confidentiality obligations continue for a set number of years after the agreement ends. The template notes that periods of two to five years are common, and that trade secret information is often treated as protected for as long as it stays secret.

On the disclosing party's written request, or when the purpose ends, the receiving party returns or destroys the confidential information and any copies. The template allows the receiving party to keep one copy where it is required to by law or by its internal governance records, and any copy kept stays subject to the agreement.