Mutual Non-Disclosure Agreement
Confidentiality running both ways, for a conversation between equals.
A contract (mutual or one-way), often called an NDA, in which the parties agree not to disclose confidential information shared during a business discussion, deal, or working relationship. Signing one is a common first step before sharing sensitive details, though used at the wrong stage it can also slow a deal down instead of protecting anyone.
- Business days
- 1–5Business days
- Lawyer reviewed
- 100%Lawyer reviewed
- Surprise bills
- $0Surprise bills
What a Mutual Non-Disclosure Agreement should include
What is confidential — defined by category or by marking, and broad enough to cover what you will actually discuss.
Carve-outs — information already public, independently developed, or lawfully received elsewhere.
Permitted use — the purpose the information may be used for, and nothing else.
Who may see it — employees and advisers on a need-to-know basis, bound to the same terms.
Duration — how long the obligation lasts after the discussion ends.
Return or destruction — what happens to the material when talks stop.
When you need one
Before a conversation where both sides will share something they would not publish — a partnership discussion, a potential acquisition, a technical evaluation. If only one side is disclosing, a one-way NDA is the more honest document and is usually easier to get signed.
How Ruby drafts it
Tell us what you need
Describe the agreement, your business context, and how fast you need it. A few smart questions, not a legal questionnaire. Your price and turnaround are confirmed before anything starts.
Ruby drafts it
Once pricing is confirmed a qualified Ruby lawyer is assigned to your file, and the first draft is built from your answers and real Canadian statute.
A licensed lawyer reviews every line
A lawyer licensed in Canada reviews and finalizes the document before it reaches you, and writes the plain-language summary that comes with it.
Signed, stored, and yours to revisit
You get the final agreement and its summary, stored so you can come back to it rather than hunting through email for the current version.
The fee is set before any of that starts. Hourly billing moves as scope does; a flat fee is one number, confirmed in writing, that doesn’t change after the work is done. See how Ruby prices agreements.
Or did you mean one of these?
These get confused with a Mutual Non-Disclosure Agreement often enough to be worth ruling out before you buy the wrong document.
Questions people ask
Long enough to cover the sensitivity of the information and no longer. Two to five years is common for commercial discussions; genuine trade secrets are sometimes handled without a fixed end. An indefinite term on ordinary business information tends to invite negotiation.
Most institutional investors will not, at least not to hear a pitch. That is standard practice rather than a bad sign, and it is a reason to think about what goes in a first deck.
Only if both sides are genuinely disclosing. A mutual NDA where only one party shares anything gives the other party obligations it does not need, which slows signature down for no benefit.
Looking for the plain definition rather than the document? See Mutual Non-Disclosure Agreement in the Ruby legal glossary.
This page is general information about Canadian business law and is not legal advice. Laws differ by province and change over time, and how they apply depends on your circumstances. For advice on your situation, speak with a lawyer licensed in your province.
Need a Mutual Non-Disclosure Agreement?
Ruby drafts it for a flat $299 CAD, confirmed before any work begins, with a licensed Canadian lawyer on every document.