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Free Mutual NDA Template
A professionally structured two-way confidentiality agreement for U.S. business relationships. Fill in your details, customize the American terms, and download a professional PDF in minutes.
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MUTUAL NON-DISCLOSURE AGREEMENT
Bilateral (Two-way) Confidentiality Agreement · Governed By The Law Of The State Of Delaware
FIRST PARTY
Helio Robotics, Inc.
2400 Hanover Street, Palo Alto, CA 94304
SECOND PARTY
Northwind Industrial Partners LP
600 Lexington Avenue, New York, NY 10022
Effective: April 15, 2026
MandA / Acquisition · Duration: 3 years
This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of April 15, 2026 by and between Helio Robotics, Inc. ("First Party") and Northwind Industrial Partners LP ("Second Party"), each a "Party" and collectively the "Parties." This Agreement is governed by the law of the State of Delaware. The Parties wish to exchange certain confidential information in connection with evaluation of a potential merger, acquisition, or corporate transaction and agree to protect such information as set forth herein.
1.
PURPOSE AND SCOPE
The Parties wish to explore evaluation of a potential merger, acquisition, or corporate transaction (the "Permitted Purpose"). In connection therewith, each Party may disclose certain confidential and proprietary information to the other Party. This Agreement establishes the terms under which such information will be shared, received, and protected. Each Party may act as both a Disclosing Party and a Receiving Party with respect to different items of Confidential Information, and the obligations set forth in this Agreement apply equally and reciprocally to both Parties.
2.
DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any and all non-public, proprietary, or confidential information disclosed by either Party (as "Disclosing Party") to the other Party (as "Receiving Party"), in any form or medium, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, Confidential Information includes any "trade secret" within the meaning of the federal Defend Trade Secrets Act, 18 U.S.C. §1839(3), and 6 Del. C. §§ 2001–2009 (Delaware Uniform Trade Secrets Act). Confidential Information includes, without limitation, business plans, strategy, customer and prospect lists, pricing, sales pipelines, and marketing data; product specifications, source code, designs, prototypes, algorithms, and research data; financial statements, budgets, forecasts, projections, and cap-table information; and customer identifying information, contract terms, and account-level data. Tangible materials shall be marked "Confidential" at the time of disclosure; oral or visual disclosures shall be identified as confidential at the time of disclosure and confirmed in a written summary within thirty (30) days. Failure to mark or confirm shall not waive protection of information that a reasonable person would understand to be confidential under the circumstances.
3.
MUTUAL OBLIGATIONS OF RECEIVING PARTY
Each Party, when acting as Receiving Party, agrees to: (a) hold all Confidential Information of the Disclosing Party in strict confidence, using at least the same degree of care that it uses to protect its own most sensitive confidential information, but in no event less than the reasonable measures required to maintain trade-secret status under 18 U.S.C. §1839(3)(A); (b) not disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever; (d) limit internal access to those employees, officers, directors, agents, and professional advisors who have a demonstrable need to know in connection with the Permitted Purpose and who are bound by written confidentiality obligations no less protective than those contained herein; (e) be responsible for any breach by any of its personnel or advisors; and (f) promptly notify the Disclosing Party in writing upon becoming aware of any unauthorized disclosure, use, or loss of Confidential Information.
4.
STANDARD EXCLUSIONS
The obligations of confidentiality under this Agreement shall not apply to any information that the Receiving Party can demonstrate by competent evidence: (a) was already in the public domain at the time of disclosure, or subsequently became publicly available through no fault, act, or omission of the Receiving Party; (b) was already known to or in the legitimate possession of the Receiving Party at the time of disclosure, as evidenced by the Receiving Party's contemporaneous written records; (c) is independently developed by the Receiving Party without reference to, reliance upon, or use of any Confidential Information of the Disclosing Party, as demonstrated by documented evidence; or (d) is disclosed to the Receiving Party on a non-confidential basis by a third party who is not, to the Receiving Party's knowledge, under any obligation of confidentiality with respect to such information. The burden of proving that any of these exclusions applies shall rest with the Party claiming the exclusion.
5.
COMPELLED DISCLOSURE
If a Receiving Party is compelled by applicable law, regulation, legal process, or valid order of a court or governmental authority to disclose any Confidential Information of the Disclosing Party, the Receiving Party shall: (a) provide the Disclosing Party with prompt written notice of such requirement prior to any disclosure (to the extent legally permitted) so that the Disclosing Party may seek a protective order, confidential treatment, or other appropriate remedy; (b) cooperate reasonably with the Disclosing Party, at the Disclosing Party's expense, in any effort to resist or limit the required disclosure; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.
6.
TERM AND SURVIVAL
This Agreement shall become effective as of the Effective Date and shall remain in effect for 3 years (the "Term"), unless earlier terminated by either Party upon thirty (30) days' prior written notice. Upon expiration or termination, the obligations of confidentiality shall survive for an additional 36 months (the "Tail Period") with respect to all Confidential Information disclosed during the Term. Notwithstanding the foregoing, any information that constitutes a "Trade Secret" as defined under the Defend Trade Secrets Act, 18 U.S.C. §1839(3), and 6 Del. C. §§ 2001–2009 (Delaware Uniform Trade Secrets Act), shall remain protected for as long as it retains trade-secret status under applicable law, regardless of the expiration or termination of this Agreement.
7.
RETURN OR DESTRUCTION OF INFORMATION
Upon written request by the Disclosing Party, or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and all copies, extracts, or derivatives thereof, including all materials prepared by the Receiving Party that contain or reflect such information, and shall provide written certification of such return or destruction within ten (10) business days of the request. Each Party may retain one archival copy of Confidential Information for legal-compliance, litigation-hold, or regulatory-recordkeeping purposes, subject to ongoing confidentiality obligations.
8.
MUTUAL TRADE SECRET CARVE-OUT
Trade Secret Definition. The Parties acknowledge that certain Confidential Information disclosed by each Party constitutes a "trade secret" under the Defend Trade Secrets Act, 18 U.S.C. §1839(3), and 6 Del. C. §§ 2001–2009 (Delaware Uniform Trade Secrets Act), namely information that derives independent economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use, and that the owning Party has taken reasonable measures to keep secret. Identified Trade Secrets of First Party: Computer-vision algorithms and trained model weights for the Helio H-3 robotic platform; manufacturing process specifications for the Helio servo-motor assembly.. Identified Trade Secrets of Second Party: Proprietary fund-portfolio allocation models; limited-partner-identity lists for funds VI through IX; underwriting playbooks for industrial automation acquisitions.. Reasonable Measures. Each Party employs the following reasonable measures to maintain the secrecy of its trade secrets: Both Parties use role-restricted virtual data rooms with watermarked downloads, NDA-bound advisors, written confidentiality agreements with all personnel, and clean-team protocols for competitively sensitive items.. Each Party further acknowledges that, in the State of Delaware, courts recognize the inevitable-disclosure doctrine, and either Party may seek to enjoin the other's use of Confidential Information where such use would be inevitable.
9.
MUTUAL INJUNCTIVE RELIEF
Each Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the other Party for which monetary damages would be an inadequate remedy. Accordingly, each Party shall be entitled to seek injunctive or other equitable relief in any court of competent jurisdiction, without the necessity of posting bond, proving actual damages, or establishing that monetary damages would be an inadequate remedy, in addition to any other legal remedies available under applicable law including 6 Del. C. §§ 2001–2009 (Delaware Uniform Trade Secrets Act) and the federal Defend Trade Secrets Act, 18 U.S.C. §1836.
10.
PREVAILING-PARTY ATTORNEYS' FEES
In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert-witness fees, and court costs from the non-prevailing party, in addition to any other relief to which the prevailing party may be entitled. This provision is a contractual modification of the default "American Rule" under which each party bears its own legal costs.
11.
ASSIGNMENT AND SUCCESSORS
Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes in writing all obligations under this Agreement. Any attempted assignment in violation of this section shall be void. This Agreement shall bind and inure to the benefit of the Parties and their permitted successors and assigns.
12.
GOVERNING LAW AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The exclusive jurisdiction and venue for any dispute arising under or relating to this Agreement (other than a claim for injunctive relief, which may be brought in any court of competent jurisdiction) shall be the state or federal courts located in New Castle County, Delaware, and each Party consents to personal jurisdiction in such courts.
13.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior understandings. Amendment: No amendment shall be valid unless in writing and signed by both Parties. Severability: If any provision is found unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it valid. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights. Counterparts: This Agreement may be executed in counterparts, including electronic counterparts. No Implied License: No license to any intellectual property is granted by this Agreement, whether by implication, estoppel, or otherwise. Independent Contractors: The Parties remain independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
FIRST PARTY
Priya Anand
Chief Financial Officer
Helio Robotics, Inc.
Date: ____________________
SECOND PARTY
Marcus Webb
Managing Director
Northwind Industrial Partners LP
Date: ____________________
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What Is a Mutual NDA?
A mutual NDA (mutual non-disclosure agreement), also called a bilateral NDA or two-way confidentiality agreement, is a legally binding contract used throughout the United States in which both parties agree to protect the confidential information they share with each other. Unlike a unilateral NDA where only one party shares sensitive information, a mutual NDA creates equal confidentiality obligations for both sides.
Mutual NDAs are the standard choice for American businesses whenever both parties will be exchanging sensitive business information. This includes partnership negotiations, joint venture discussions, merger and acquisition talks, co-development projects, and strategic alliance explorations. In these situations, both U.S. companies need to share proprietary data, financial information, customer lists, or technical details, and both need assurance that the other party will keep that information confidential.
In the United States, mutual NDAs are governed by state contract law alongside federal statutes such as the Defend Trade Secrets Act (DTSA). A well-drafted mutual NDA clearly defines what counts as confidential information from each side, establishes equal obligations for both parties, sets the duration of the confidentiality period, and specifies the remedies available if either party breaches the agreement.
What's Covered in This Template
Doxuno's mutual NDA template includes all core clauses for a legally sound two-way confidentiality agreement, with optional sections for added protection.
Mutual Confidentiality Obligations
Confidential Information Definition
Standard Exclusions
Purpose of Disclosure
Term & Duration
Return or Destruction
Remedies & Enforcement
Governing Law & Venue
DTSA Whistleblower Notice
Non-Solicitation
Trade Secret Carve-out
General Provisions
How to Create Your Mutual NDA
Doxuno's template guides you through every section so you can produce a complete mutual NDA in minutes.
- 1
Enter both parties' information
Provide the full legal names, business addresses, and authorized signers for both parties. In a mutual NDA, both parties share and protect information equally. Use the full legal entity name rather than a trade name to ensure enforceability.
- 2
Define the purpose and scope of disclosure
Describe why confidential information is being exchanged. Common purposes include exploring a partnership, discussing a joint venture, evaluating an acquisition, or collaborating on a project. A clear purpose limits how the shared information can be used.
- 3
Specify what constitutes confidential information
Review the default definition of confidential information and customize it if needed. The template includes a broad definition covering all forms of disclosure. Add specific categories relevant to your business if necessary.
- 4
Set the term and governing state
Choose how long the mutual obligations remain in effect, typically two to five years. Select the governing state for dispute resolution. If both parties are in different states, consider choosing a neutral jurisdiction.
- 5
Enable optional clauses and download
Add optional protections such as a non-solicitation clause, trade secret carve-out, or DTSA whistleblower notice. Review the completed mutual NDA and download it as a professional PDF ready for both parties to sign.
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Legal Considerations for US Mutual NDAs
Mutual NDAs follow the same legal framework as unilateral NDAs, but the two-way nature introduces additional considerations for both parties.
This template is provided for informational purposes and does not constitute legal advice. For high-stakes transactions, M&A discussions, or complex multi-party situations, consult a licensed attorney in your jurisdiction.
Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard mutual business confidentiality situations.
Balanced vs. Asymmetric Terms
One advantage of a U.S. mutual NDA is that both parties agree to the same rules. However, in practice, one American party may have significantly more to protect than the other. When negotiating a mutual NDA, each party should consider whether the definition of confidential information, the exclusions, and the remedies adequately protect their specific interests. If the parties' positions are very different, separate unilateral NDAs may be more appropriate.
California and Non-Solicitation Clauses
California does not enforce non-compete clauses under American state law, and its restrictions may extend to certain non-solicitation provisions. If either party to a U.S. mutual NDA is based in California, review the non-solicitation clause carefully. California Business and Professions Code Section 16600 broadly prohibits agreements that restrain trade, and some U.S. courts have applied this to employee non-solicitation provisions. When in doubt, consult a California-licensed American attorney.
The DTSA and Mutual Obligations
The Defend Trade Secrets Act (DTSA) provides federal protection for trade secrets. For both parties in a mutual NDA to benefit from the DTSA's enhanced remedies, including exemplary damages and attorney's fees, the agreement should include the required whistleblower immunity notice. This template includes that notice as an optional clause. When both parties share trade secrets, this protection is equally important for both sides.
Multi-Party Situations
When more than two U.S. parties are involved in discussions, such as a consortium or multi-party joint venture, a single mutual NDA may not be sufficient. In those American cases, consider using a multilateral NDA or a series of bilateral mutual NDAs between each pair of parties. Each additional party increases the complexity of the confidentiality obligations and the potential for disputes.
Frequently Asked Questions
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