Mutual NDA or Non-Disclosure Agreement
What is a mutual NDA or Non-Disclosure Agreement?
A mutual NDA is a non-disclosure agreement that is signed between two or more parties who share confidential information between them and they agree not to disclose it to third parties without the prior consent of all parties.
When to use this contract?
Some of the most common situations in which to use a mutual NDA are:
- When presenting a business idea or innovative product to a potential investor or partner.
- When sharing financial information or strategies with employees or partners.
- When showing a new product to potential buyers or investors.
- When making confidential information available to employees.
- When collaborating on a research and development project with other companies.
When not to use this contract?
If what you want is to sign a confidentiality agreement where only one of them (the revealing party) shares confidential information with the other (the receiving party), at LexDoka we have a unilateral NDA.
Essential content
- Identification of the parties involved in the transaction or commercial collaboration.
- Definition of the confidential information
- Duration
- Consequences of violation of the agreement
- Exceptions where confidential information may be disclosed without prior consent
- Consequences for non-compliance
- Applicable law
Optional content
- Fine in the case of breach of confidentiality obligation
Applicable law
In general, the norms of the Civil Code are applicable and, particularly, those related to the autonomy of the will (article 1255) and the validity of contracts (articles 1261 to 1277).
In addition, the obligation of confidentiality and secrecy during access to information in certain contexts is regulated in the following regulations:
- Law 3/1991, of January 10, on Unfair Competition (article 13).
- Royal Legislative Decree 2/2015, of October 23, which approves the revised text of the Workers’ Statute Law (articles 5, 20.2, 54.2 and 65, as well as applicable jurisprudence).
- Royal Legislative Decree 1/2010, of July 2, approving the revised text of the Capital Companies Law (article 232).
- Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, regarding the protection of natural persons with regard to the processing of personal data and the free circulation of these data and by which repeals Directive 95/46/EC (article 6).
- Organic Law 3/2018, on the Protection of Personal Data and guarantee of digital rights (articles 5, 6 and 28).
- Penal Code (articles 197 to 200 and 278, according to which the breach of the duty of secrecy may constitute a crime in some cases).
Related concepts
How much does it cost to make this contract with LexDoka?
LexDoka has an automated contractual model that allows you to create this contract, negotiate it and sign it, minimizing the time invested in the entire process. This automated model is free within all LexDoka subscription plans. If you want to try it, you can register for free to generate your first contract.