Mutual Confidentiality Agreement

Summary

This is a mutual confidentiality agreement for use when two parties will be disclosing confidential information pursuant to a commercial transaction. This template includes practical guidance, drafting notes, and alternate clauses. This template applies to and protects the confidential information of both parties to a commercial contract. It may be tailored to suit each transaction. A mutual confidentiality agreement is appropriate in transactions where both parties will (or will likely) exchange proprietary information during their relationship. Mutual clauses and agreements generally subject each party to identical non-disclosure obligations, even if one of the parties may be providing more proprietary information. For a short form agreement, see Mutual Confidentiality Agreement (Short Form); for unilateral versions favoring either the disclosing or receiving party, see Unilateral Confidentiality Agreement (Pro-Disclosing Party) and Unilateral Confidentiality Agreement (Pro-Receiving Party). For additional guidance, see Confidential Information Protections, Confidentiality and Non-disclosure Agreement Drafting Checklist, and Confidentiality and Non-disclosure Agreements Resource Kit. See also, Trade Secrets (ALM) § 8.01 and 7 Warren's Forms of Agreements § 81.1. For guidance on managing an intellectual property (IP) portfolio, see In-House Intellectual Property & Technology Resource Kit.