No-Nonsense Mutual
Non-Disclosure Agreement (NDA)
About Skala NDA
We always wished there was a standard NDA, like how Y Combinator has a standard SAFE. Turns out, we weren’t the only ones.
But there wasn’t one. So we built it ourselves.
For any “standard” NDA to gain real traction, it has to check a few boxes: fair but flexible, legally sound yet simple to use across jurisdictions. We believe we’ve done just that with our Non-Nonsense Mutual Non-Disclosure Agreement.
One could call it the NNM-NDA, but that sounds more like a rave drug than a legal document. Let’s just go with the Skala NDA.
Here are the key terms of the Skala NDA and the thinking behind each one.
Type
Skala NDA is a mutual NDA. Both parties agree to keep shared information confidential. This format is much more common compared to one-way NDAs, where only one side is bound by confidentiality obligations. If you really need a one-way NDA, reach out to our team via chat.
Purpose
Parties usually exchange information for a specific project. That’s why Skala NDA includes a clear “Purpose” clause. The use of confidential information is limited strictly to this purpose.
Agreement Term
This is how long the NDA stays in effect. All information exchanged during this time must be kept confidential. We suggest a 12-month term from the signing date as a reasonable standard, but parties can agree on a different duration.
Confidentiality Term
This is how long confidentiality obligations continue after the NDA ends. We recommend 24 months from the signing date. This means confidentiality continues for at least a year beyond the standard 12-month Agreement Term.
Liability and Penalties
Skala NDA does not include penalties. That said, the injured party can still recover general and consequential damages if the agreement is breached.
Termination
Either party can terminate the NDA at any time with written notice. However, confidentiality still applies to any information exchanged before termination, and will last for the full Confidentiality Term.
Governing Law
The NDA gives parties a choice between New York, United Kingdom, Singapore, or UAE law. That said, parties are free to select any other applicable jurisdiction. While we can’t guarantee enforceability in every country, Skala NDA is designed to hold up under the laws of major legal systems. It’s generally recommended to choose the law of the jurisdiction most closely connected to the parties’ shared business.
Dispute Resolution
There is where we couldn’t settle on a single default mechanism for dispute resolution, so we left the choice to the parties: arbitration or state court litigation. Arbitration offers privacy and can be more efficient, but it tends to be more expensive. To balance this, the losing party under this template is required to cover all arbitration costs. State court litigation, on the other hand, is generally simpler and more cost-effective, making it a more common choice for many businesses, though it lacks the confidentiality of arbitration.
One document. Countless deals.
FAQ
A mutual NDA binds both parties to confidentiality: each side promises to protect the other party’s confidential information. A unilateral NDA binds only the receiving party, while the disclosing party does not take on the same confidentiality obligations. Use a mutual NDA when both sides expect to exchange sensitive information, such as during partnership discussions, joint ventures, investment conversations, or M&A due diligence. Use a unilateral ND when only one party will be disclosing confidential information — for example, sharing a business concept with a contractor.
The agreement defines confidential information — typically any business, technical, financial, or operational data marked as confidential or that a reasonable person would understand to be sensitive. Standard exclusions apply: information already in the public domain, independently developed by the receiving party, or received from a legitimate third-party source is generally not covered. Being specific in the definition reduces the risk of disputes later.
A mutual NDA usually sets two periods: the term during which confidential information may be exchanged, and the period during which confidentiality obligations continue. The parties can agree on both. If the NDA is terminated, confidentiality obligations still continue for information shared before termination until the agreed confidentiality period expires.
Yes, to a limited extent. Both parties are typically allowed to share information with employees, contractors, or professional advisors who need it for the purpose of the collaboration and who are themselves bound by equivalent confidentiality obligations. The sharing party remains responsible if those individuals breach the agreement.
If a party breaches the NDA, the non-breaching party may seek monetary damages for losses caused by the breach. It may also seek injunctive or other equitable relief to stop or prevent further misuse or disclosure of confidential information. The agreement focuses on damages and equitable remedies, rather than automatic penalties.
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