P23 Template Series · Legal & Operations
Mutual Non-Disclosure Agreement
Confidentiality Agreement
Mutual - Both Parties Bound
Template Only - Requires Legal Review
This is a general-purpose NDA suitable for common wholesale and business development use cases. It is not legal advice. For particularly sensitive disclosures - detailed product formulations, proprietary technology, investor discussions - have a qualified attorney review and adapt accordingly. Green annotations are editorial guidance and should be removed before sending.
Distributor Discussions
Before sharing pricing, margins, or territory strategy with a prospective distributor.
Manufacturing & Sourcing
Before sharing product specs, designs, or cost structures with a new supplier or co-manufacturer.
Licensing Discussions
Before sharing brand strategy or sales data with a prospective licensing partner.
Investor / M&A
Before sharing financials, customer data, or business plans with investors or acquirers.
Party 1
Your Brand Name
Entity: ________________
State / Country: ________________
Address: ________________
Contact: ________________
State / Country: ________________
Address: ________________
Contact: ________________
Party 2
Receiving Party
Entity: ________________
State / Country: ________________
Address: ________________
Contact: ________________
State / Country: ________________
Address: ________________
Contact: ________________
Purpose of Disclosure
Evaluating a potential business relationship between the parties.
1
Definitions
1.1
"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, electronically, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes but is not limited to: pricing, margins, customer and supplier lists, product designs and specifications, business plans, financial data, trade secrets, and marketing strategies.
1.2
"Purpose" means: evaluating a potential business relationship between the parties.
1.3
"Representatives" means a party's directors, officers, employees, legal counsel, and financial advisors who have a need to know the Confidential Information for the Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.
2
Obligations
2.1
Each party (in its capacity as "Receiving Party") agrees to: (a) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; (c) use Confidential Information solely for the Purpose; and (d) limit access to Confidential Information to its Representatives who need to know it for the Purpose.
2.2
Each Receiving Party is responsible for any breach of this Agreement by its Representatives. Each party shall promptly notify the other upon becoming aware of any unauthorised access to or disclosure of Confidential Information.
2.3
Confidential Information shall not be copied, reproduced, or summarised in any form beyond what is reasonably necessary for the Purpose, and any such copies shall be subject to the same obligations as the original.
3
Exclusions
3.1
The obligations in Section 2 do not apply to information that the Receiving Party can demonstrate:
- aIs or becomes publicly available through no act or omission of the Receiving Party;
- bWas already known to the Receiving Party prior to disclosure, as evidenced by written records predating the disclosure;
- cIs lawfully received from a third party who is not under any obligation of confidentiality with respect to such information;
- dIs independently developed by the Receiving Party without reference to or use of the Confidential Information; or
- eIs required to be disclosed by applicable law, regulation, or court order - provided that the Receiving Party gives the Disclosing Party prompt prior written notice (where permitted by law) and cooperates with any effort to seek a protective order or limit the scope of disclosure.
Why exclusions matter
The exclusions - especially (a) through (d) - are what make an NDA legally coherent rather than an attempt to protect information that's already in the public domain. A well-drafted NDA focuses protection on genuinely non-public information. The legal-disclosure carve-out in (e) is essential - a party cannot be required to breach the law to comply with an NDA.
4
Term & Survival
4.1
This Agreement commences on the Effective Date and continues for a period of two (2) years, unless earlier terminated by mutual written consent or as provided in Section 4.2.
4.2
Either party may terminate this Agreement upon 30 days' written notice. Termination does not affect the confidentiality obligations with respect to information already disclosed.
4.3
The confidentiality obligations in Section 2 shall survive expiry or termination of this Agreement for a further period of three (3) years. Obligations with respect to trade secrets shall survive indefinitely or for as long as the information remains a trade secret under applicable law.
Trade secrets survive indefinitely
Standard NDA survival periods (2–5 years) are appropriate for most business information. But genuine trade secrets - a proprietary formulation, a unique manufacturing process, a customer database built over years - should be protected indefinitely. This clause gives you both: time-limited protection for ordinary confidential information and indefinite protection for anything that meets the legal definition of a trade secret.
5
Return & Destruction
5.1
Upon written request by the Disclosing Party, or upon termination or expiry of this Agreement, the Receiving Party shall promptly return or destroy all tangible materials containing Confidential Information, including all copies, notes, and summaries, and shall certify such destruction in writing upon request.
5.2
The Receiving Party may retain Confidential Information to the extent required by applicable law or regulation, or contained in electronic backup systems that are not reasonably accessible, provided such retained information remains subject to the confidentiality obligations of this Agreement.
6
No Licence or Obligation
6.1
Nothing in this Agreement grants the Receiving Party any licence, right, title, or interest in or to the Disclosing Party's Confidential Information, intellectual property, or any product or service. The disclosure of Confidential Information does not obligate either party to enter into any further agreement or business relationship.
6.2
Nothing in this Agreement restricts either party from independently developing products, services, or concepts that may be similar to information disclosed hereunder, provided such development does not use or reference the Confidential Information.
7
Remedies
7.1
Each party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement to post a bond.
Why injunctive relief matters
The right to seek an injunction - a court order to immediately stop further disclosure - is the most powerful tool in an NDA. Without this clause, you'd typically have to wait for a full trial and prove monetary damages. In a confidentiality breach, the damage happens fast and money can't undo it. This clause is standard and should always be included.
8
General Provisions
8.1
Governing Law. This Agreement is governed by the laws of ________________, without regard to conflict-of-law principles.
8.2
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions and understandings. It may only be amended by a written instrument signed by both parties.
8.3
Severability. If any provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable; all other provisions remain in full force.
8.4
Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original. Electronic signatures (including DocuSign, Adobe Sign, and email confirmation of a PDF) shall be deemed valid and binding.
8.5
No Waiver. Failure to enforce any provision of this Agreement on any occasion shall not constitute a waiver of that provision or any other provision.
✦
Execution
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.
Party 1
Authorized Signature & Date
Printed Name & Title
Party 2
Authorized Signature & Date
Printed Name & Title
P23-EDU
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