When two businesses are exploring a partnership, joint venture, or commercial arrangement, both sides are likely to share sensitive information. A mutual NDA creates legally binding obligations on both parties to keep that information confidential and to use it only for the purpose it was shared.

Without a signed NDA in place before those conversations start, either party can use or disclose what they learn with limited legal recourse. A mutual NDA changes that.

The framewrk Mutual NDA covers:

• Confidential information definition – a clear definition of what is and is not covered, including standard exclusions for information that was already public or independently developed
• Confidentiality obligations – strict confidence, use restricted to the agreed purpose, disclosure only to those who need to know, and reasonable security measures
• Compulsory disclosure – a process for handling legally required disclosure that minimises the impact on the other party
• No licence – confirmation that sharing information does not grant any IP rights
• Return or destruction – obligations to return or destroy information when the purpose ends
• Term and survival – duration of the agreement and how long confidentiality obligations continue after it ends
• Remedies – acknowledgment of irreparable harm and right to seek injunctive relief
• Governing law – New Zealand law and courts
• Assignment restriction – neither party can transfer their obligations without consent
• Severability – invalid provisions are severed without affecting the rest

Verified against current NZ law. Delivered as an editable Word document.

Important: This is a general-purpose legal template, not legal advice. It does not create a lawyer-client relationship. You should satisfy yourself that it is appropriate for your situation before signing. For complex matters or significant commercial transactions, seek advice from a qualified NZ lawyer. Licensed for single-business use only.