A mutual non-disclosure agreement (NDA) is a legal document that outlines the terms of confidentiality between two parties. It is often used when two companies or individuals need to share sensitive information with each other. The purpose of the NDA is to protect the parties involved from the misuse or disclosure of confidential information.

A basic mutual NDA should include the following key elements:

1. Definition of Confidential Information: The NDA should define what constitutes confidential information. This should be a broad definition that includes any information that is not public knowledge.

2. Exclusions: The NDA should also specify what information is not covered by the agreement. This could include information that is already in the public domain or information that is already known to the receiving party.

3. Obligations of the Parties: The NDA should outline the obligations of both parties with regard to the confidential information. This could include a requirement to keep the information confidential, to use the information only for a specific purpose, or to return or destroy the information after a certain period of time.

4. Term: The NDA should specify the length of time that the agreement will be in effect. This could be a specific time period or could be tied to a specific event, such as the termination of a business relationship.

5. Remedies: The NDA should outline what remedies are available in the event of a breach of the agreement. This could include damages, injunctive relief, or other remedies that are deemed appropriate.

It is important to note that a mutual NDA is a legally binding document and should be reviewed by legal counsel before it is signed. Both parties should have a clear understanding of the terms of the agreement and should be comfortable with the obligations that are outlined.

In summary, a basic mutual NDA is a key tool for protecting confidential information when two parties need to share sensitive information with each other. It should include a broad definition of confidential information, exclusions, obligations of the parties, term, and remedies. Legal counsel should review the agreement before it is signed to ensure that both parties are comfortable with the terms and obligations outlined.