NDA (2 PARTY MUTUAL)

Updated: Nov. 1, 2025

1. What is it?

A Mutual Non-Disclosure Agreement is a legal contract between two parties where both agree to protect and keep confidential any sensitive or proprietary information exchanged during their discussions or collaboration. Unlike a one-way NDA, where only one party shares protected information, a mutual NDA is reciprocal, meaning both sides anticipate disclosing confidential information and want assurance it won’t be misused, disclosed, or exploited without permission. This type of NDA is common in creative partnerships, business negotiations, co-productions, or early-stage deal talks in the film and entertainment industry.

2. Who is it for?

This agreement should be used when both parties are sharing private information and want equal protection.

Parties who should use a mutual NDA include:

Filmmakers pitching projects to co-producers or financiers
Co-writers or creative collaborators sharing scripts, concepts, or treatments
Production companies discussing business with vendors, agencies, or consultants
Startups negotiating with potential partners or service providers
Talent or management teams disclosing marketing strategies, business models, or personal data
Any two entities or individuals exchanging proprietary information with commercial value

3. What does it include?

A mutual NDA typically defines what qualifies as “confidential information,” outlines how such information can and cannot be used, and sets the duration of confidentiality obligations. It includes carve-outs for publicly known or independently developed information, defines remedies for breach (including injunctive relief), and may include language on the return or destruction of information after use. It ensures both parties are equally bound to protect each other’s trade secrets, business plans, creative materials, or other private data.

Typical Key Sections and Terms:

Definitions – What counts as confidential information
Obligations of Confidentiality – What each party agrees not to do with the information
Use of Information – Limits use to evaluation or collaboration purposes only
Exclusions – Information not considered confidential (e.g., public domain, already known)
Term and Survival – Duration of the NDA and how long obligations last
Return or Destruction – What happens to confidential materials at the end of discussions
No License Granted – Ensures no IP or usage rights are granted by sharing
No Obligation to Proceed – Either party can walk away without obligation
Remedies for Breach – May include injunctive relief or damages
Governing Law and Venue – Specifies legal jurisdiction
Entire Agreement – Supersedes prior agreements and must be amended in writing

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