A standard mutual NDA, read from both sides
The Common Paper mutual NDA, clause by clause: what the disclosing side wants, what the receiving side should check, and sample edits to consider.
Both sides of a standard mutual NDA watch the same six things: what's confidential, the exceptions, the two time limits, returning copies, remedies and governing law. The side sharing more wants them wide and long; the side receiving more wants them clear, with an end date. Below, the Common Paper Mutual NDA is read from each side, with sample edits to consider.
What is the Common Paper Mutual NDA?
The Common Paper Mutual NDA, or MNDA (Mutual Non-Disclosure Agreement), is a free standard form written by a committee of attorneys. Its Standard Terms, version 1.0 stay posted online. You fill in and sign a one-page Cover Page.
Common Paper releases it under CC BY 4.0, so you may adapt it if you credit Common Paper, link the licence and say what you changed.
The Cover Page holds every deal-specific choice, and it controls if it conflicts with the Standard Terms.
| Cover Page field | Default in brackets | What it decides |
|---|---|---|
| Purpose | "Evaluating whether to enter into a business relationship with the other party." | What the information may be used for (§2) |
| Effective Date | Date of the last Cover Page signature | When the NDA starts; Common Paper's notes say earlier information isn't covered |
| MNDA Term | Expires 1 year from the Effective Date. The other option runs until either side ends it | The window for sharing information |
| Term of Confidentiality | 1 year, counted from the Effective Date or the date of last disclosure (you pick one), "but in the case of trade secrets, until Confidential Information is no longer considered a trade secret under applicable laws." The other option is "In perpetuity" | How long the duty to keep it secret lasts (§5) |
| Governing Law and Jurisdiction | Delaware law; state and federal courts in Delaware | Whose law applies and where a lawsuit goes (§9) |
Which standard NDA should you start from?
Each NDA's licence decides what you can do with its wording; Common Paper's lets us publish adapted clauses.
| Standard | Licence | Worth knowing |
|---|---|---|
| Common Paper Mutual NDA, version 1.0 | CC BY 4.0 | Defaults are filled in: 1 year, Delaware, and the trade-secret sentence |
| Bonterms Mutual NDA, version 1.0 | CC BY 4.0 | Same four exceptions as Common Paper. No trade-secret sentence; the Standard Terms leave the confidentiality period to the Cover Page. §8 lets the recipient develop competing products while keeping its NDA obligations |
| oneNDA | Check the file | Read the licence in the copy you download before you adapt its wording |
How does each side read the key clauses?
Each party to a mutual NDA both shares and receives, so read from the side you'll mostly be on. Show a partner your roadmap, and you mostly share; quote on a client's confidential brief, and you mostly receive.
| Clause | If you're sharing, you want | If you're receiving, check |
|---|---|---|
| What counts as confidential (§1) | The broad default: anything marked confidential, or that "should be reasonably understood as confidential," plus the fact that you're talking | Unmarked information can count. If tracking is hard, ask for marking, as Common Paper's notes say some companies require |
| Use (§2) | A narrow Purpose, since §2(a) limits use "solely for the Purpose" | The Purpose covers your real work. §2(b) lets you tell staff, contractors and advisors who need to know, if bound by equally protective terms; you answer for them |
| The four exceptions (§3) | The receiver must "demonstrate" that an exception applies | The four: public through no fault of yours; rightfully known to you before, or rightfully obtained from a third party, without confidentiality restrictions; or developed independently "without using or referencing" their information. Keep dated records of what you already had |
| How long the NDA runs (MNDA Term, §5) | A term long enough for every meeting, since only information shared during it is covered | Either side can end the NDA on written notice. Ending it doesn't shorten confidentiality for what was already shared |
| How long secrecy lasts (Term of Confidentiality, §5) | More than 1 year, with the trade-secret sentence kept | A fixed end date. "In perpetuity" means no scheduled end, though the exceptions still apply |
| Return or destruction (§6) | When the NDA ends, or earlier on request, the receiver stops using it; after a written request, it returns or destroys it and confirms if asked | §6 lets you keep copies under "standard backup or record retention policies," or as law requires. The NDA still covers them; keeping isn't permission to use |
| Remedies (§10) | §10 says a breach "may cause irreparable harm" and lets you seek "equitable relief, including an injunction" | "Seek" means they can ask a court; the court decides. The Standard Terms set no cap on damages |
| Governing law (§9) | Courts near you, so you can act fast after a leak | The default is Delaware, and suits "must be instituted" there. If neither of you is there, pick a state one of you knows |
How long does the NDA last, and how long does secrecy last?
The MNDA Term and the Term of Confidentiality are separate clocks. Common Paper's notes say early termination of the NDA "does not shorten the Term of Confidentiality." Even so, one-year periods can leave a short window.
In a made-up example, Quillmarsh Studio and Orrinfold Labs sign the Cover Page on March 1, 2027. They keep the one-year periods and select the Effective Date as the start of confidentiality. For information that isn't a trade secret:
- Information Orrinfold shares on March 3, 2027, stays protected until March 1, 2028: about a year.
- Information shared on February 16, 2028, stays protected for about two weeks.
Counting from "the date of last disclosure" instead restarts the year with each disclosure. That suits the sharing side, but it keeps the receiving side's duty alive while talks go on.
Which edits are worth considering?
The four edits below are samples, not market rules. Common Paper says changes to the Standard Terms belong in the Cover Page's "Changes to Standard Terms" row; other boxes fill in a Cover Page field.
Should you extend confidentiality to two years?
The edit below keeps the one-year MNDA Term and moves confidentiality to 2 years from the Effective Date, so information shared on the last day still gets about a year.
“Term of Confidentiality: 2 years from Effective Date, but in the case of trade secrets, until Confidential Information is no longer considered a trade secret under applicable laws.”
Adapted from the Common Paper Mutual NDA Cover Page v1.0, CC BY 4.0; period changed.
Should you narrow the Purpose?
Common Paper's Section 2(a) already limits use "solely for the Purpose," so the edit narrows the Purpose and names a limit. If the NDA should cover the work itself, the Purpose must include it.
“Purpose: Evaluating whether [Party 2] will [design packaging for Party 1's spring product line], preparing a quote for that work[, and doing that work if hired]. Changes to Standard Terms: Add after "solely for the Purpose" in Section 2(a): ", and not to develop, improve or market any of the Receiving Party's own products or services outside the Purpose".”
Adapted from the Common Paper Mutual NDA v1.0 Cover Page and Standard Terms, CC BY 4.0; Purpose narrowed, Section 2(a) extended.
Should you narrow the backup exception?
Common Paper's Section 6 already allows backup and retention copies; a sharing side may want limits. Facing an NDA with no backup exception, a receiving side can offer this wording, adapted to that NDA's terms and your real backups.
“Changes to Standard Terms: Replace the last sentence of Section 6 with: "As an exception to subsection (b), the Receiving Party may keep Confidential Information that sits in its automatic backups, that the law requires it to keep, or that sits in business records kept under a written retention policy, such as project or tax records. It will not access backup copies except to restore its systems or as required by law, and will delete them in its normal backup cycle. It will not otherwise use retained Confidential Information, and this MNDA continues to apply to it."”
Adapted from the Common Paper Mutual NDA Standard Terms v1.0, CC BY 4.0; Section 6 rewritten in our words.
Should you change the governing law?
Common Paper's default of Delaware law and courts may not suit two businesses based elsewhere.
“Governing Law: The laws of the State of [New York]. Jurisdiction: The state and federal courts located in [New York County, New York].”
Adapted from the Common Paper Mutual NDA Cover Page v1.0, CC BY 4.0; state and courts changed.
When is a standard NDA the wrong tool?
A standard mutual NDA suits early talks, such as a quote or a pitch. In these cases it's a poor fit, and a lawyer is worth the fee:
- Your core technology or source code. Trade secrets get longer protection, but other information gets one year by default, and backup copies may stay with the other side, still under the NDA. Even with that carve-out, share the minimum and ask a lawyer about tailored terms.
- You need a non-compete or a non-solicit. Neither appears in the Common Paper terms. If you need either clause, have a lawyer draft it for where you both work.
- A party outside the US. Common Paper's notes say its standards were written "with the laws of the United States in mind." Ask a lawyer which law and courts work for both sides.
- A company hiring an individual. Under 18 U.S.C. §1833(b), added by the Defend Trade Secrets Act of 2016, a company must tell an individual it hires, including a contractor or consultant, about an immunity. It covers disclosing trade secrets in confidence to government officials or an attorney to report a suspected violation of law, or under seal in court. The notice belongs in any agreement made or updated after May 11, 2016 that governs confidential information, or the agreement can cross-refer to a policy document. Without it, the company can't win exemplary damages or attorney fees under the Act against that person. The Common Paper NDA has no such notice, so add one.
When does reading NDAs by hand stop working?
A familiar, unchanged standard form can be checked by hand, if you check the version, the Cover Page and every change listed on it. It starts to slip when the other side sends its own NDA and buries changes in the definitions or exceptions. It slips again when you sign several NDAs a month, each on different terms. At that point it's worth letting a tool read each one from your side and point out the clauses that matter.
DealMate is an AI contract assistant that takes a deal from first draft to final: describe the deal in a sentence and get a draft built from your templates and clauses; when they send their template, review it from your side and see what's risky; when their redlines come back, compare the versions and see every change and the risk it carries.
Sources
- Mutual Non-Disclosure Agreement: overview, Cover Page and annotations — Common Paper
- Mutual NDA Standard Terms, Version 1.0 — Common Paper
- Attribution 4.0 International (CC BY 4.0), legal code — Creative Commons
- Bonterms Mutual NDA (Version 1.0) — Bonterms
- Public Law 114-153: Defend Trade Secrets Act of 2016 — US Government Publishing Office
This is general information, not legal advice. For high-stakes or unusual terms, talk to a lawyer.
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