Mutual Non-Disclosure Agreement (NDA)

When to use this template

Use whenever you share or receive confidential information: investor pitches (most VCs decline NDAs at first meeting but later rounds expect one), M&A discussions, supplier negotiations, technical due diligence, joint ventures, or hiring discussions.

How to fill it in

1. Both parties sign. Date it accurately. Include full legal entity names and registered numbers (UEN for Singapore entities).
2. Term: 2–5 years is standard. Trade secrets can be perpetual.
3. Define 'Confidential Information' broadly but with carve-outs (already public, independently developed, required by law).
4. Specify return/destruction of materials on termination of discussions.
5. Governing law: Singapore. Disputes: Singapore courts or SIAC arbitration.
6. PDPA: ensure any personal data shared is handled per Singapore's Personal Data Protection Act.

Frequently asked questions

Are NDAs enforceable in Singapore?

Yes — Singapore courts strictly enforce well-drafted NDAs. Damages can include both compensatory damages and injunctive relief preventing further disclosure. The threshold is showing the information was genuinely confidential and the recipient knew it.

Should I sign an NDA before pitching VCs?

Generally no — top-tier VCs decline NDAs at first meeting because they hear similar pitches and don't want exposure. Save NDAs for late-stage diligence or sensitive technical disclosures.

Mutual vs one-way?

Mutual when both sides will share information (most common). One-way when only one party is disclosing (e.g., a vendor receiving your data). This template is mutual; convert to one-way by deleting the corresponding obligations on the receiving party only.