The clauses a mutual NDA usually carries

A mutual non-disclosure agreement is what two organisations sign before an evaluation in which both sides expect to disclose. OctoDoc, the signing system of record, treats it as the canonical short file: one document, two parties, nine marks, four pages.

The mutual form differs from the one-way form in a single structural respect. Every obligation is drafted symmetrically, so each organisation is both disclosing party and receiving party depending on which sentence is being read. A definition drafted aggressively by one side therefore binds that side too.

Two public standards make the clause set observable rather than asserted, and they do not agree on how to number it. Common Paper publishes a Mutual NDA whose Standard Terms carry eleven numbered sections — Introduction, Use and Protection of Confidential Information, Exceptions, Disclosures Required by Law, Term and Termination, Return or Destruction of Confidential Information, Proprietary Rights, Disclaimer, Governing Law and Jurisdiction, Equitable Relief, General — under CC BY 4.0. oneNDA publishes its template body in five numbered clauses, under a Creative Commons Attribution-NoDerivatives 4.0 International License, and describes itself as "a crowd-sourced, open-source non disclosure agreement that has been created by the legal community". Both push a good deal of content into cover pages, sub-paragraphs and a catch-all final clause. The eighteen slots below are OctoDoc's own normalisation of that content into one addressable order, not a count either form publishes; the two forms do not carry identical inventories, and slot ten is present in neither.

The definition and the exclusions are one mechanism read in two halves. The definition draws a boundary; the exclusions cut holes in it. Common Paper's definition reaches information the disclosing party identifies as confidential and information that "should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure". The second limb is the one that reaches disclosure made in conversation, screen shares and demonstrations rather than in marked documents.

Common Paper's Exceptions section is drafted as a burden on the receiving side: "The Receiving Party's obligations in this MNDA do not apply to information that it can demonstrate: (a) is or becomes publicly available through no fault of the Receiving Party; (b) it rightfully knew or possessed prior to receipt from the Disclosing Party without confidentiality restrictions; (c) it rightfully obtained from a third party without confidentiality restrictions; or (d) it independently developed without using or referencing the Confidential Information." The phrase "can demonstrate" is what turns each exclusion from a statement into an evidentiary exercise.

oneNDA's clause 1(d) runs to five limbs rather than four, adding information "expressly indicated by the Discloser as not confidential."

Slot seven is a pair, not a clause. The term of the agreement is the window during which new disclosures are covered. The duration of the confidentiality obligation is how long information already disclosed stays protected. Common Paper splits the pair into two distinct Cover Page fields, MNDA Term and Term of Confidentiality, and annotates the second: "Note: Early termination of the NDA does not shorten the Term of Confidentiality. While related, the two time periods are distinct from each other and measured independently." Its Standard Terms carry the same split: "The Receiving Party's obligations relating to Confidential Information will survive for the Term of Confidentiality, despite any expiration or termination of this MNDA."

Common Paper publishes benchmark figures for each period separately. On the first: "The majority of NDAs (74%) set a 1 year MNDA Term, while 15% use 2 years, and only 5% set a 3 year term." On the second: "The most common Term of Confidentiality is a set period of 2 years."

The end date depends on an election the Cover Page forces. The field offers "Choose 1: Effective Date || the date of last disclosure", annotated "This sets when the Term of Confidentiality will start being measured." On a one-year MNDA Term with a two-year Term of Confidentiality, that election moves the finish line: measured from the effective date the obligation ends at month 24, while measured from the date of last disclosure a disclosure made on the last day of the MNDA Term restarts the two years and carries the obligation to month 36. A form that names only one period, or names two without naming the measuring date, leaves the arithmetic to be inferred.

A third period sits behind both. Where a form carries a trade-secret carve-out, the obligation over that subset is written to run "but in the case of trade secrets, until Confidential Information is no longer considered a trade secret under applicable laws." Where the applicable law is United States federal law, the definition at 18 U.S.C. §1839(3) conditions that status on, among other things, whether "the owner thereof has taken reasonable measures to keep such information secret" — so the reach of the carve-out turns on facts recorded outside the file.

A mutual NDA arrives one of two ways. It is drafted at the counter from an organisation's own clause library, or an existing PDF is dropped in and the parties, their roles, the routing and all nine marks are proposed on a single confirm screen. Nothing inferred is bound until a person confirms it. An AI-placed mark carries a confirmation record, and the sealer refuses any placement that has none.

Routing on this instrument is parallel by default, because neither signature depends on the other. Common Paper's signature block also carries a Notice Address field beside each party, which takes the set from nine marks to eleven and moves the notices slot from prose into filled data.

While the file is open, a signer can ask it a question and the Margin answers with a page and a rectangle rather than a paraphrase. A question about when the confidentiality obligation ends resolves to slot seven and highlights the two periods separately, which is the point of the pair. Post-v1.0 designs add a standalone read link with a per-page reading log, a proof file, and no-account public verification; none is a current v1.0 capability.

Nobody wants to read the contract. OctoDoc is being built so you do not have to: write a document from a prompt, ask plain-language questions about the one you were sent, and keep every one of them in a single place instead of four accounts and an inbox.

Anyone can check a sealed file with no account.

Unlimited human sends on the paid tier.