Free Mutual NDA Template — For Investor & Partnership Conversations
Before your first investor meeting — or before sharing financial or technical details for a potential partnership — you'll usually need one standard document signed: a mutual non-disclosure agreement (NDA).
Below is the full text. Copy it directly and fill in your own details, or download it as a ready-to-use PDF.
This template is provided for general informational purposes only and does not constitute legal advice. Have a lawyer review it before signing.
When to use it
- Before sharing financials, a product roadmap, or source code with an investor
- When exchanging information for a potential partnership
- When sharing sensitive information with a consultant or contractor
Template
1. Parties — Who the agreement is between (Company A / Company B, addresses, date).
2. Purpose — The context in which information is being exchanged.
3. Definition of Confidential Information — Trade secrets, financial data, business plans, source code, and anything marked confidential. Publicly available, independently known, or legally required disclosures are excluded.
4. Obligations of the Parties — Use information only for the stated purpose, protect it with reasonable care, don't share it with third parties, and limit access to those who need to know.
5. Term — Typically a 2-year term plus an additional 3 years of surviving confidentiality obligations.
6. Return/Destruction — Documents must be returned or destroyed on request, with written confirmation.
7. Intellectual Property — The agreement grants no rights to either party's IP.
8. Governing Law — Which jurisdiction's law and courts apply.
9. Signatures — Name/title, signature, and date fields for both parties.
Download the full fillable NDA template (PDF) →
Practical notes
- Make it mutual. A two-way NDA looks more professional to investors than a one-sided one, and puts both parties on equal footing.
- Don't overdo the term. 2-3 years is standard practice; terms of 5-10+ years can slow negotiations down unnecessarily.
- Make signing part of the workflow. Instead of emailing the NDA as a separate attachment, gating data room access behind a signed NDA looks more professional and is easier to track.
Frequently Asked Questions
Does an NDA need to be notarized?
No — a standard mutual NDA is a private contract between two parties and is enforceable once signed by both, with no notarization required in most jurisdictions.
Can I use the same NDA for every investor conversation?
Yes, as long as the purpose clause is general enough to cover different conversations. Some investors will ask to use their own NDA template instead — that's normal and worth accommodating.
Should I sign an NDA before or after sending a pitch deck?
Most early conversations don't require an NDA before a pitch deck, since decks rarely contain trade secrets. Save the NDA for when you're sharing financial models, cap tables, or technical documentation.