Mutual Non-Disclosure Agreement for Virginia


This MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is effective as of _____________ by and between _____________, located at _____________, _____________, _____________ _____________, and _____________, located at _____________, _____________, _____________ _____________ (each a "Party" and collectively the "Parties"). "Discloser" refers to whichever Party is disclosing Confidential Information to the other Party ("Recipient") in a given instance.

  1. Confidential Information. "Confidential Information" means all proprietary, financial, business, legal, technical, or other information of Discloser or Discloser's affiliates, employees, customers, or suppliers previously or subsequently disclosed by or on behalf of Discloser to Recipient not generally known to third parties, including, without limitation, all information, whether in tangible or intangible form, (i) disclosed pursuant to this Agreement for purposes of evaluating or engaging in potential or continuing projects or business activities between the Parties; (ii) related to Discloser's existing or contemplated proprietary inventions, discoveries, technologies, prospects, patentable ideas, or trade secrets; (iii) marked or otherwise identified as confidential at the time of disclosure or designated as such in a written memorandum delivered to Recipient within 30 days thereafter; (iv) that by its nature would be understood by a reasonable person to be proprietary or confidential under the circumstances; or (v) information received by Discloser from others that Discloser has an obligation to treat as confidential. All such information will be treated as Confidential Information regardless of whether it is designated as confidential at the time of its disclosure. This Agreement will not prohibit any disclosure that is required by law or court order, provided that Recipient has not intentionally taken actions to trigger such required disclosure.
  2. Obligations. In consideration for the mutual covenants herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Recipient agrees as follows: (i) to not disclose Confidential Information to third parties without Discloser's express prior written consent and to maintain the confidentiality of the Confidential Information in good faith while exercising reasonable precautions to prevent any unauthorized access, use, or disclosure; (ii) to only use Confidential Information for the purposes for which it was provided or in order to evaluate potential or continuing projects or business activities between the Parties and in performance of any resulting arrangements; (iii) to not disclose Confidential Information to Recipient's employees, officers, parent company, or majority-owned subsidiaries, if any, except on a need-to-know basis for purposes permitted hereunder; (iv) to not copy, modify, reverse engineer, or independently derive Confidential Information, or attempt to do so, except for purposes permitted hereunder; (v) to immediately notify Discloser if Recipient becomes aware of any possible unauthorized use, disclosure, or misappropriation of Confidential Information; and (vi) to immediately notify Discloser of any court order compelling disclosure of Confidential Information and will cooperate with Discloser in contesting or minimizing such disclosure. Each party will be responsible for any breach of its obligations hereunder by its respective employees or agents.
  3. No Warranties or Licenses. Confidential Information is provided to Recipient on an "As-Is" basis. DISCLOSER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ITS ACCURACY, COMPLETENESS, OR PERFORMANCE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. All of Discloser's title and rights in and to its Confidential Information will remain the exclusive property of Discloser. Neither this Agreement nor any disclosure of Confidential Information hereunder (i) obligates the Parties to disclose Confidential Information, (ii) obligates the Parties to transact or contract with each other, (iii) limits the Parties from entering into business relationships with third parties, or (iv) grants Recipient any right or license under any copyright, patent, trade secret, or other intellectual property right. Nothing herein creates a joint venture or other business association between the parties.
  4. Term; Remedies. Recipient agrees to immediately return or destroy all Confidential Information, including copies thereof, upon termination of this Agreement or Discloser's written request. Recipient acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Discloser for which money damages may be an inadequate remedy. Accordingly, in the event of a breach or threatened breach of this Agreement, Discloser will be entitled to seek injunctive relief in addition to any other rights or remedies available at law, in equity, or by statute.
  5. General. This Agreement represents the entire Agreement between the Parties and may not be modified other than in a signed writing by both Parties. If any provision of this Agreement is held to be invalid or unenforceable for any reason, then that provision will be considered removed from this Agreement and the remaining provisions will continue to be valid or limited according to the intentions of the Parties. The failure by Discloser to enforce a breach of this Agreement by Recipient will not be considered as a waiver of rights with respect to any subsequent breach by Recipient. This Agreement will be governed by and construed in accordance with the laws of Virginia. All disputes will be resolved by a court of competent jurisdiction therein. Any notice hereunder will be effective upon receipt and must be provided in writing and delivered to the address stated above.


IN WITNESS WHEREOF, the Parties have duly signed the attached MUTUAL NON-DISCLOSURE AGREEMENT, effective _____________.



Date: ___________________________

Print Name: ________________________________

Title: ___________________________


Date: ___________________________

Print Name: ________________________________

Title: ___________________________

Instructions for Your Mutual Mutual Non-Disclosure Agreement

Use this mutual non-disclosure agreement in order to prevent those you conduct business with from disclosing your confidential information or trade secrets to your competition or using it for their own benefit. This agreement uses a comprehensive definition of "Confidential Information" to ensure any and all of your proprietary information remains well-protected.

NOTE: In the agreement, each party is both a "Discloser" AND a "Recipient" of confidential information. That means each party has the obligations contained in the agreement depending on who is disclosing and who is receiving confidential information.

Both parties are required to exercise the utmost diligence and their best efforts to guard and protect against unauthorized disclosure or theft of the other party's confidential information and trade secrets. If a party learns that someone else is making unauthorized disclosures, then that party is required to notify the other. Furthermore, a party may not disclose confidential information to his or her employees (if any) unless absolutely required for an employee to perform their job duties. You can even specify how long the parties are required to keep the each other's information confidential.

Confidential Information Protected

As mentioned above, this agreement uses a definition of "Confidential Information" designed to ensure maximum protection of the Discloser's information. Therefore, you are not required to add any other types of specific information that the Recipient is required to keep confidential. However, including this information when prompted can help clarify the expectations of the parties and support the Discloser should there ever be a dispute.

Term Length

The parties' duty of confidentiality can last as long as is needed for their business purposes. Depending on the circumstances, the parties may agree on a length as short as a few months or may agree to make the duty last forever. It is best practice to limit the duration to as short as is necessary to protect the parties' interests.

Additional Terms

You can add additional terms and conditions as desired. This allows you complete flexibility to tailor the document to reflect the specific situation and true intent of the parties, but be sure to preview the agreement first so that you know what has already been included.

Executing Your Agreement

  • Have all parties sign and date the signature lines where indicated. Electronic signatures are allowed by the terms of the agreement. The parties can also sign copies sent to each other by email, fax, or other electronic means.
  • Make sure that all parties get a copy of the fully executed agreement.
  • That's it! You can now rest assured that the parties' confidential information will remain safe and secure.
Please note that the language you see here changes depending on your answers to the document questionnaire.

Mutual Non-Disclosure Agreement

The mutual non-disclosure agreement will prevent parties that conduct business together from disclosing each other’s confidential information or trade secrets to others. LegalNature’s form uses a broad definition of "Confidential Information" and "Trade Secrets" to ensure any and all such information remains secure.

LegalNature’s form gives you a lot of flexibility to customize the agreement according to the wishes of the parties involved. When filling out the agreement, you will identify which parties are involved and choose how long the mutual duty of confidentiality will last. Often parties choose to make the duty of confidentiality last indefinitely.

LegalNature will help you quickly draft a strong mutual non-disclosure agreement that will provide you with thorough protection you can rely on in just a few easy steps.

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