A clean, professional NDA — mutual or one-way — in minutes.

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MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of 5 October 2026 between Alder Peak Software Ltd ("Alder Peak") and Summit Logistics Group LLC ("Summit"), each a "Party." The Parties wish to exchange confidential information to evaluate a potential integration partnership between Alder Peak's routing platform and Summit's fleet operations (the "Purpose").

1. Definition of Confidential Information. "Confidential Information" means non-public information disclosed by either Party in connection with the Purpose, including product roadmaps, source code, pricing, customer data, and financial information, whether marked confidential or reasonably understood to be confidential.

2. Obligations. Each Party receiving Confidential Information will keep it confidential, use it solely for the Purpose, protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and disclose it only to employees and advisors who need to know it and are bound by comparable confidentiality obligations.

3. Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was lawfully known to the receiving Party before disclosure; (c) is independently developed without use of the Confidential Information; or (d) is lawfully received from a third party without restriction. A Party may disclose information when compelled by law, provided it gives prompt notice to the other Party where legally permitted.

4. Term. This Agreement lasts for three (3) years from the date above.

5. Return of Materials. On written request or the end of the Purpose, each Party will return or destroy the other Party's Confidential Information and all copies.

6. No License. No rights or licenses are granted under this Agreement except the limited right to use Confidential Information for the Purpose.

7. Remedies. Each Party acknowledges that unauthorized disclosure may cause harm not fully compensable by damages, and the disclosing Party may seek injunctive relief in addition to any other remedies.

8. Governing Law. This Agreement is governed by the laws of the State of Colorado, USA.

ALDER PEAK SOFTWARE LTD
Signature: _______________________
Name: Priya Nair, CEO
Date: _______________________

SUMMIT LOGISTICS GROUP LLC
Signature: _______________________
Name: Marcus Bell, COO
Date: _______________________

Frequently asked questions

What is the difference between a mutual and a one-way NDA?

A one-way NDA protects only one side's information — typical when you pitch an idea to an investor or brief a contractor. A mutual NDA binds both parties equally and is standard when two companies exchange sensitive information, such as in partnership or acquisition talks. If both sides will share anything confidential, choose mutual: it is also easier to negotiate because the obligations are symmetric.

How long should an NDA last?

Two to five years is the common range for business NDAs, with three years a frequent default. Genuine trade secrets are often protected for as long as they remain secret, but very long or indefinite terms for ordinary business information can meet resistance and, in some places, enforceability questions. Pick a term that matches how long the information will actually stay sensitive.

Is an NDA legally enforceable?

A signed NDA with a clear definition of confidential information, reasonable obligations, and a sensible term is generally enforceable as a contract. Courts are more skeptical of NDAs that are vague or unreasonably broad, so specificity works in your favor. This tool produces a professional document, not legal advice — review it before use, and consult a lawyer for high-stakes disclosures.

What are the typical exclusions in an NDA?

Standard exclusions cover information that is already public or becomes public through no fault of the receiving party, information the recipient already knew or lawfully obtained from someone else, information independently developed without using the disclosed material, and disclosures compelled by law or court order. Without these exclusions an NDA would be unreasonably broad, which is why virtually every professional NDA includes them.

Do I need an NDA before pitching to investors?

Many venture investors decline to sign NDAs at the first-pitch stage as a matter of policy, while NDAs are routine with contractors, vendors, potential acquirers, and later-stage due diligence. Use judgment about the relationship — and when the other party will see genuinely sensitive material like code, customer data, or financials, an NDA is a reasonable ask.

Do I need an account or subscription?

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