The mutual NDA is the most-signed contract category in B2B. The playbook is short because the surface area is small. Sample positions:
§ 1 · Mutuality
Reciprocal disclosure
Either party may be the discloser; both protect what they receive.
Ideal
Fully mutual: each party may disclose Confidential Information to the other; each party as Recipient owes the same protective duties.
Fallback
Mutual with named “Discloser” and “Recipient” that swap as needed.
Walk away
One-sided NDAs disguised as mutual. Look for asymmetric remedies or carve-outs that favour only one party.
§ 2 · Definition of Confidential Information
What counts as confidential
Defines the scope of what's protected.
Ideal
Information that is (a) marked confidential, (b) identified as confidential at time of disclosure, or (c) that a reasonable person would understand to be confidential given the nature of the information and circumstances.
Fallback
(a) Marked confidential or (b) identified as confidential at time of disclosure, with a 30-day grace period to designate verbal disclosures in writing.
Walk away
“All information disclosed by either party” (too broad) or “only information marked CONFIDENTIAL in writing” (too narrow).
§ 3 · Standard exclusions
What's not covered
Universally excluded categories of information.
Ideal
All five standard exclusions: (a) public information; (b) information already known by the Recipient; (c) independently developed; (d) lawfully received from a third party; (e) required by law / court order with prompt notice.
Fallback
The first four exclusions, with court-order notice on a best-efforts basis.
Walk away
Any of the five exclusions missing, especially independent development. The Recipient becomes liable for things they couldn’t reasonably control.
§ 5 · Term and survival
How long obligations last
Term of the NDA itself, and survival of confidentiality obligations after termination.
Ideal
Term of 2 years from execution. Confidentiality survives termination for an additional 3 years; trade secrets are protected for as long as they remain trade secrets.
Fallback
Term of 3 years; confidentiality survives 5 years post-termination.
Walk away
Survival period over 7 years for non-trade-secret information, or perpetual confidentiality without trade-secret carve-out (effectively unenforceable but cosmetically scary).
§ 7 · Return / destruction
What happens at the end
The discloser's right to recover or have destroyed their information.
Ideal
On termination or written request, Recipient returns or destroys Confidential Information within 30 days, with written certification on request. Carve-out: backup copies retained per standard backup policy remain bound by the confidentiality obligations.
Fallback
Same as above with 60 days, no certification requirement absent specific request.
Walk away
No return-or-destruction obligation. Recipient indefinitely retains every document they ever received.