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Mutual Non-Disclosure Agreement

Decode File Labs and Northstar Ventures · Complete document analysis before you rely on it.

sample-mutual-nda.pdf·760 KB

What does this mean?

This NDA is balanced on its face because both parties owe confidentiality duties. The practical catches are duration, what counts as confidential information, whether oral disclosures need written confirmation, and the remedy clause that lets a party seek urgent court relief. Before signing, make sure public information, independently developed work and already-known information are clearly carved out.

Clarity score

69
/100

Moderate

Lower means heavier fine print and more room for claim-day surprises.

Liability cap

₹5.0 L

₹5,00,000

Amount found

₹0

Expiry / deadline

19 April 2028

2028

Parties

2

detected

Breakdown

What it says, what it leaves vague

Top useful terms vs gaps or obligations worth clarifying before you rely on it.

Useful terms

What is clear or favorable

5
  • Both parties must protect confidential information
  • Permitted disclosure to employees, advisors and affiliates with a need to know
  • Standard exceptions for public information and independently developed material
  • Return or destruction of confidential material on request
  • Confidentiality duties survive for three years after disclosure

The gaps

What is vague, missing or one-sided

5
  • Oral information may count as confidential even if not marked later
  • Trade secrets may survive beyond the normal three-year term
  • The NDA does not force either party to proceed with a commercial deal
  • Breach can trigger injunction-style urgent relief
  • Residual knowledge clause is not clearly limited

Catches

What to watch for

These are clauses or terms to clarify before you sign, share, or rely on the document.

Watch

Oral disclosure ambiguity

If spoken information is confidential without later written marking, disputes become harder to resolve.

Watch

Survival period matters

A three-year confidentiality tail is common, but trade-secret language can make duties last longer.

Minor

Urgent court relief

Injunctive relief is common in NDAs, but it makes breach consequences immediate.

The fine print

Rules that change real outcomes

Scope, obligations, remedies and deadlines shape what this document really does.

Confidentiality scope
Confidential information includes written, electronic, oral, technical, business and customer information. Ask for oral disclosures to be confirmed in writing.
Your obligations
Your obligations are to restrict access, use information only for evaluation, notify the other party of unauthorized disclosure, and ensure advisors follow similar duties.
Remedies and exceptions
Remedies include injunctive relief, which means the other party can ask a court to stop use or disclosure quickly without waiting for final damages.
Survival and duration
Confidentiality survival: 3 years
Return/destruction deadline: 10 business days after request
Governing law and venue should be confirmed before signing

Parties

Parties named in this document

Decode File Labs

Party A

Northstar Ventures

Party B

Try it on yours

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