Mutual vs one-way NDA: which one do you need?

A non-disclosure agreement (NDA) is a promise to keep information private. One question decides which kind you need: who is sharing?

One-way NDA

One side discloses and the other receives. Use it when you show a supplier, freelancer or possible hire your plans, and they aren't sharing anything confidential back.

Mutual NDA

Both sides share and both are bound. Use it for partnership talks, joint pitches, or any discussion where each company will reveal something it wants kept private.

Not sure? A mutual NDA is the safer default: it protects whichever side ends up sharing.

What every NDA should cover

• What counts as confidential, and what doesn't: public information, and things the recipient already knew or developed on their own.
• The purpose: why the information is being shared, and that it may be used only for that.
• Who the recipient may pass it to, such as employees and advisers who need to know.
• How long the duty lasts. Two to five years is common for business discussions.
• What happens to the information when the talks end: returned or destroyed.
• The governing law, and which courts handle disputes.

Sign it before the meeting

Get the NDA signed before the meeting or the email where you share anything sensitive. With e-signatures, both sides can sign from their phones in a few minutes.

Closign has both a mutual NDA and a one-way NDA template. Each asks for the parties, the purpose, the confidentiality period and the governing law. For a mutual NDA, choose "Anyone can sign" so both sides sign at the same time.