[ Docs ](https://sendnda.com/docs) [ The agreement ](https://sendnda.com/docs/the-agreement) One-way or mutual ================= Who shares confidential information decides who is bound, and how the contract names both of you. 02 The agreement ------------- Article 1 of 5 The first choice on the form is who shares confidential information. It decides who is bound, and how the contract names the two of you. There are three answers, and each one is a different agreement, not a setting on the same one. Pick the one that matches what happens in the meeting, not the one that sounds safest. If you'll both show each other things you'd rather keep quiet, that's mutual. Three answers ------------- | On the form | Kind | Who is bound | |---|---|---| | I share confidential information | One-way | The recipient keeps what you share. | | They share confidential information | One-way | You keep what the recipient shares. | | We both share confidential information | Mutual | Each of you keeps what the other shares. | The first is the default. It fits a founder pitching an investor, or a company briefing a freelancer. The second fits the reverse: you're the one being let in, and the other side wants it in writing before they talk. How the contract names you -------------------------- In a one-way NDA, each party block carries a role. The one who shares is the Disclosing Party, the one who receives is the Receiving Party, and every obligation runs one way: from the Receiving Party to the Disclosing Party. A mutual NDA leaves the roles out of the party blocks and adds a first article instead: > Each Party may disclose Confidential Information to the other Party. In respect of any Confidential Information, the Party disclosing it is the "Disclosing Party" and the Party receiving it is the "Receiving Party". … every obligation in this Agreement applies in both directions. So the same words, "the Receiving Party shall…", bind you for what the other side shares and bind them for what you share. What mutual adds ---------------- Two parts of the contract change when it's mutual. - **The title.** It reads "Mutual Non-Disclosure Agreement" instead of "Non-Disclosure Agreement", and the recital says the parties wish to exchange information, not that one wishes to disclose it. - **Jointly developed material.** A mutual NDA gets an extra article: what you build together in the course of the talks isn't owned jointly, or by either of you, by reason of the NDA alone. Each keeps its own contributions, and neither may exploit joint material that holds the other's confidential information until you've agreed on it in writing. Person or company ----------------- Who the Receiving Party is changes some of the wording too. If it's a company, it may share the information with its own people who need to know it, the directors, employees, contractors and professional advisers it calls its Representatives. If it's a person, it may share it only with professional advisers bound by a duty of confidentiality, and with anyone else the Disclosing Party has approved in writing. In a mutual NDA between a company and a person, both versions sit in one paragraph, each introduced by "Where the Receiving Party is an entity" or "an individual". You fill in whether you sign as a person or a company on the form; the recipient does the same when they sign. [The optional clauses](https://sendnda.com/docs/the-agreement/clauses) explains how group companies widen the company version. The purpose ----------- Whichever you pick, the Receiving Party may use the information only for the Purpose. Leave the purpose field empty and the contract reads: > "Purpose" means evaluating, and if the Parties so decide, pursuing a business relationship between them. Type one line of your own, up to 500 characters, and it replaces that wording. Keep it wide enough to cover the whole conversation you're about to have: information used outside the purpose is a breach, even if nobody else ever sees it. Send NDA provides a template, not legal advice. Where a lot rides on the agreement, have a lawyer in your jurisdiction read it before you [send it](https://sendnda.com#send). Checked against the contract template on 21 September 2026. [ The optional clauses ](https://sendnda.com/docs/the-agreement/clauses)