NDAs
Mutual NDA playbook
Positions for mutual NDAs, where both parties share information. Nine clauses, each with a preferred, fallback and walk-away position.
Agreement
Mutual non-disclosure agreement
Side
Both parties
Positions
9 clauses
Last reviewed
October 2026
Overview
This playbook covers the clauses that carry most of the risk in a mutual NDA. Each clause has a preferred position, a fallback your reviewers can accept without escalating, and a walk-away position that goes to the general counsel.
Every position is written as clause language, so a reviewer can paste it into the draft or accept a counterparty edit that matches it. A note under each clause explains what the position trades.
Who wrote it
Margaret Lindqvist, General Counsel at Proviso, with review from in-house lawyers at three of our customers. It was last checked against current market terms in October 2026.
Sample positions
Three of the 9 clauses. The full playbook adds a note on each position and who can approve it.
Confidential information
All non-public information shared, whether or not it is marked.
Information marked confidential, or that a reasonable person would treat as confidential.
Only information that is marked confidential in writing.
Term
Two years, with confidentiality lasting three years after the agreement ends.
Three years, with trade secrets protected for as long as they remain secret.
Confidentiality that ends when the agreement ends.
Residuals
No residuals clause.
Residuals limited to general skills and know-how, never specific information.
A residuals clause that covers specific information or source code.
Load it into Proviso
Import the file from Playbooks in your workspace. Every position, fallback and approver comes across, ready to test on your last forty drafts before you publish it.
