Non-Disclosure (Mutual) Agreement Contract Template

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Go to the Contracts option on the left sidebar menu and click “Templates”.

Click on the red plus button on the top right corner. Enter a title and on the editor, select “Source code” button, and paste the html code, and click “Ok”.

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How to Get Started with a Non-Disclosure (Mutual) Agreement Contract Template Today

Do you need a contract for your Non-Disclosure (Mutual) Agreement services?
Yes—an NDA is essential to define what’s confidential, how it’s handled, and how long protection lasts. Baseqore’s NDA template is clean, mutual, and easy to customize.
Open Baseqore’s Non-Disclosure (Mutual) template, add parties and dates, outline the scope/deliverables, set milestones, complete the pricing table, and confirm IP, confidentiality, and termination. Export or copy the HTML for e‑signature.
A strong Non-Disclosure (Mutual) contract typically includes: parties and dates; scope of work and deliverables with milestones/acceptance criteria; timeline/schedule; fees, invoicing, expenses, and pricing table/total; revisions and change control; intellectual property and licenses; confidentiality and data; warranties and disclaimers; indemnification; definition of confidential information; and exclusions (public/independently developed).
Yes—use Baseqore’s Non-Disclosure (Mutual) sample as your starting point and adapt it to your scope, timeline, and pricing. It’s detailed and practical, but not legal advice.

Create new Non-Disclosure (Mutual) Agreement contracts quickly and easily.

Here's an example of a Baseqore contract:

Copy this code and paste into the Contract Maker

				
					<!DOCTYPE html>
<html>
<head>
  <meta charset="UTF-8" />
  <meta name="viewport" content="width=device-width, initial-scale=1" />
  <title>Non‑Disclosure (Mutual) Agreement</title>
  <style>
    body { font-family: -apple-system, Segoe UI, Roboto, Inter, Arial, sans-serif; line-height: 1.6; color: #111827; padding: 24px; max-width: 900px; margin: auto; }
    h2 { text-align:center; margin: 0 0 12px; }
    h3 { margin: 16px 0 8px; }
    p { margin: 8px 0; }
    ul { margin: 6px 0 6px 20px; }
    strong { font-weight: 600; }
  </style>
</head>
<body>

  <h2>Non‑Disclosure (Mutual) Agreement</h2>

  <p>This Non‑Disclosure (Mutual) Agreement (the “Agreement”) is effective as of <strong>{contract_date}</strong> between
  <strong>{client_company_name}</strong> (“Disclosing Party”) and <strong>{company_name}</strong> (“Receiving Party”), and remains
  effective through <strong>{contract_end_date}</strong>, unless earlier terminated.</p>

  <h3>1. Services</h3>
  <p>Receiving Party will provide professional non‑disclosure (mutual) services as described in the Specifications.</p>

  <h3>2. Deliverables & Milestones</h3>
  <ul><li>Definition of Confidential Information</li><li>Use restrictions</li><li>Return/Destruction</li></ul>

  <h3>3. Disclosing Party Responsibilities</h3>
  <ul>
    <li>Provide timely information, approvals, and access to required systems or locations.</li>
    <li>Ensure all materials furnished are cleared for use and non‑infringing.</li>
  </ul>

  <h2>Non‑Disclosure (Mutual) Agreement</h2>

  <p>This Agreement (the “Agreement”) is made effective as of <strong>{contract_date}</strong> (the “Effective Date”) by and between
  <strong>{client_company_name}</strong> (“Disclosing Party”) and <strong>{company_name}</strong> (“Receiving Party”).
  Unless terminated earlier pursuant to this Agreement, the term will continue through <strong>{contract_end_date}</strong> (the “Term”).</p>

  <h3>1. Definitions</h3>
  <p><strong>“Deliverables”</strong> means all work products to be delivered by the Receiving Party to the Disclosing Party under this Agreement.
  <strong>“Specifications”</strong> means the written requirements, acceptance criteria, and scope the parties approve in writing.
  <strong>“Confidential Information”</strong> means non-public information disclosed by a party that is marked or reasonably understood as confidential.</p>

  <h3>2. Fees, Expenses & Payment</h3>
  <p>The parties agree to the following fees and any approved expenses. Unless stated otherwise, invoices are due net seven (7) days from the invoice date.</p>
  {pricing_table}
  <p><strong>Total:</strong> {pricing_table_total}</p>
  <ul>
    <li>Late amounts may accrue administrative fees or interest to the maximum extent permitted by law.</li>
    <li>Pre-approved, out-of-pocket expenses will be invoiced at cost.</li>
    <li>All fees exclude taxes; the Disclosing Party is responsible for any required taxes, duties, or withholdings.</li>
  </ul>

  <h3>3. Changes</h3>
  <p>Any change to scope, schedule, or assumptions (a “Change Request”) requires written approval and may adjust fees, timelines, and Deliverables.</p>

  <h3>4. Acceptance</h3>
  <p>Deliverables will be deemed accepted when the Disclosing Party (a) provides written acceptance, or (b) fails to provide a written rejection within
  five (5) business days of delivery specifying material, reproducible non-conformance with the Specifications.</p>

  <h3>5. Intellectual Property</h3>
  <p>Upon full payment, the Disclosing Party owns the final Deliverables created specifically for the Disclosing Party. The Receiving Party retains ownership of its
  pre-existing tools, libraries, templates, and know-how, granting the Disclosing Party a perpetual, non-exclusive license to use them as incorporated into the Deliverables.</p>

  <h3>6. Third-Party Materials</h3>
  <p>If third-party or open-source materials are used, each party will comply with applicable licenses and terms. The Disclosing Party is responsible for ongoing subscription/renewal costs unless agreed otherwise.</p>

  <h3>7. Confidentiality & Data</h3>
  <p>Each party will protect the other’s Confidential Information with at least reasonable care, use it solely to perform this Agreement, and not disclose it to third parties
  except to personnel with a need to know who are bound by confidentiality obligations. These obligations survive for three (3) years after termination, or for trade secrets,
  as long as they remain trade secrets under applicable law.</p>

  <h3>8. Publicity</h3>
  <p>The Receiving Party may reference the Disclosing Party’s name and non-confidential Deliverables in portfolios and case studies unless the Disclosing Party reasonably objects in writing.</p>

  <h3>9. Warranties; Compliance</h3>
  <ul>
    <li>The Receiving Party warrants services will be performed in a professional and workmanlike manner and that Deliverables will materially conform to the Specifications at delivery.</li>
    <li>Except as expressly provided, Deliverables and services are provided “AS IS,” without other warranties.</li>
    <li>Each party represents it has authority to enter this Agreement and will comply with applicable laws and regulations.</li>
  </ul>

  <h3>10. Indemnification</h3>
  <p>Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party and its affiliates, officers, directors, and personnel from third-party claims,
  liabilities, damages, and reasonable costs (including attorneys’ fees) to the extent arising from the Indemnifying Party’s breach of this Agreement, gross negligence,
  willful misconduct, or materials supplied by the Indemnifying Party that infringe intellectual property rights.</p>

  <h3>11. Limitation of Liability</h3>
  <p>TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA.
  EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER.</p>

  <h3>12. Termination & Suspension</h3>
  <p>Either party may terminate for convenience upon ten (10) days’ written notice, or immediately for material breach if uncured within ten (10) days after written notice.
  The Receiving Party may suspend work for non-payment following written notice. Upon termination, the Disclosing Party will pay fees for services performed and approved third-party costs through the effective termination date.</p>

  <h3>13. Force Majeure</h3>
  <p>Neither party is liable for delays or failures due to events beyond its reasonable control, including acts of God, government actions, labor disputes, or internet/service outages.</p>

  <h3>14. Notices</h3>
  <p>Notices must be in writing and are deemed given when sent to the parties’ last provided business email addresses or delivered by recognized courier service.</p>

  <h3>15. Governing Law; Venue; Dispute Resolution</h3>
  <p>This Agreement is governed by the laws of the jurisdiction in which <strong>{company_name}</strong> is organized, without regard to conflict-of-laws rules.
  The parties will first attempt good-faith negotiation; if unresolved after thirty (30) days, either party may seek mediation before an agreed mediator.
  Subject to the foregoing, the parties consent to exclusive jurisdiction and venue in courts located in that jurisdiction.</p>

  <h3>16. Assignment; Subcontracting; Independent Contractor</h3>
  <p>Neither party may assign this Agreement without the other’s consent, except to a successor in interest (merger or sale of substantially all assets). The Receiving Party
  may use qualified subcontractors and remains responsible for their performance. The parties are independent contractors.</p>

  <h3>17. Non-Exclusivity; Non-Solicitation</h3>
  <p>The relationship is non-exclusive. Neither party will solicit for employment the other’s personnel directly involved in the engagement during the Term and for six (6) months thereafter,
  provided this does not restrict general solicitations or hires resulting therefrom.</p>

  <h3>18. Entire Agreement; Waiver; Severability; Counterparts</h3>
  <p>This Agreement is the entire agreement and supersedes prior discussions regarding its subject matter. Amendments must be in a writing signed by both parties. No waiver is effective unless in writing.
  If any provision is unenforceable, the remainder remains effective. This Agreement may be executed in counterparts and via electronic signatures, each deemed an original.</p>

  <p style="margin-top:24px;">IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.</p>
  <p>_____________________________<br />{client_company_name}</p>
  <p>_____________________________<br />{company_name}</p>

</body>
</html>
				
			
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