Mutual NDA

The short version

A mutual NDA (non-disclosure agreement) is a short contract in which you and a creator both promise to keep each other’s confidential information private. For UGC, it’s mainly used before you share an unreleased product, a launch date or campaign plans. It also covers what the creator shares with you, such as their rates and personal details, which is why it’s mutual.

This template has five parts: the parties and purpose, what counts as confidential, how each side protects it, how long it lasts, and general terms with signatures. Each part is explained in plain English below. Send it with your first brief for a launch, and keep it short: a creator is more likely to sign a two-page NDA quickly than a ten-page one.

It’s a starting point, not legal advice. Have it checked for your country before you use it. The outline below is free to copy. The full NDA and a filled-in example are included with annual access.

When to use it

If you’re only sharing a product that’s already on sale, an NDA adds paperwork without protecting much. Use it when there’s a real secret, and say what the secret is.

What’s inside

The outline shows the three core promises in their shortest form. The full NDA below adds the exceptions, the duties of each side, the launch embargo, the return of information and the signature block.

Part 1: parties and purpose

The first part names both sides and the reason you’re sharing information. The purpose matters: the NDA only lets each side use the other’s information for that purpose and nothing else.

How to fill it in

• [Brand legal name] and [Brand address]: your company’s registered name and address, which may differ from your brand name.
• [Creator full name] and [Creator address]: the creator’s legal name, or their company’s if they work through one. Ask; don’t guess.
• [the collaboration]: specific, such as “a UGC video campaign for the Calmora Night Cream launch”.

What it means

Both sides are bound the same way. The purpose limits what the information can be used for: the creator can use your launch details to make your videos, but not to pitch a competitor.

Part 2: what’s confidential

This part defines confidential information, and, just as important, what isn’t. The usual exceptions keep the NDA fair: nobody can be bound to keep secret something that’s already public or that they knew before.

How to fill it in

• [types of information]: name what’s actually secret, such as “unreleased products, launch dates, prices, campaign plans, ad performance data, briefs, unpublished videos, and the Creator’s rates and personal details”.

What it means

Anything non-public that either side shares for the campaign is covered. The four exceptions mean information that’s public, already known, received from someone else legitimately or created independently isn’t.

Part 3: how each side protects it

This part sets the duties: use the information only for the purpose, share it only with people who need it, keep it reasonably safe, and report a leak. For UGC, it also adds the clause brands care about most: no posting before launch.

How to fill it in

• [who may see it]: usually “its employees, contractors and professional advisers”. For a creator, that might include an editor or a manager.
• [launch date]: the date the creator may post or mention the product. If it may move, say “the launch date the Brand confirms in writing” and email it when it’s fixed.

What it means

Each side keeps the other’s information to the people who need it, and looks after it properly. If a leak happens, the other side hears about it straight away. The embargo in section 4 stops early posts, which is often the main reason a brand wants an NDA at all.

Part 4: how long it lasts

Confidentiality shouldn’t last forever, and a creator is more likely to sign when it doesn’t. This part sets the period in which information is shared and how long the duties last afterwards, then says what happens to the information when you’re done.

How to fill it in

• [start date] and [end of sharing]: such as the signing date and “the end of the collaboration”.
• [number] years: one to three years usually covers marketing information. Once a product has launched, most of what was secret about it is public anyway.

What it means

The NDA covers a clear window. After it, the duty to keep things private continues for the period you set, then ends. When the project is over, either side can ask the other to delete or return what it was given.

Part 5: general terms and signatures

The last part covers the general points every contract needs: sharing information doesn’t transfer ownership, signing doesn’t oblige anyone to go ahead, which law applies, and how to change the agreement.

How to fill it in

• [governing law]: the country or state whose law applies. When you and the creator are in different countries, agree this explicitly, and check it with a lawyer.
• [signatory name] and [signatory title]: someone who can sign for your company.
• Use an electronic signature tool or a signed PDF, and send both sides a copy of the signed version.

What it means

Signing the NDA doesn’t commit either side to the campaign, and the information stays with whoever shared it. Anything you change later has to be agreed in writing by both of you.

A filled-in example

Here are the key sections filled in for an example: a skincare brand shares an unreleased night cream with a creator before its launch. The brand, the people and the dates are made up.

The purpose and the types of information are specific, the embargo has a date, and the duties end two years after the campaign. A creator can read and sign this in a few minutes.

Mistakes to avoid

• Using an NDA when nothing is secret. If the product is already on sale and the brief is generic, an NDA only adds friction.
• A one-sided NDA. Creators share their rates, address and sometimes earnings data with you. A mutual NDA is fairer and easier to sign.
• No embargo date. “Don’t post until we say so” leaves the creator guessing. Give a date and confirm any change in writing.
• Forever confidentiality. Duties with no end date put creators off. One to three years after the campaign covers marketing information.
• Pasting in a long corporate NDA. Thirty clauses for a two-video job slows everything down. Keep it to what the campaign needs.

Questions brands ask

Before you send it

• Every [placeholder] is replaced, and both legal names are correct.
• The purpose names the actual campaign or product.
• The types of confidential information match what you’ll really share.
• The embargo has a date, or says the brand will confirm one in writing.
• The duties end after a set number of years.
• Someone who can sign for your company is named, and a lawyer has checked it for your country.