Mutual Non-Disclosure Agreement (New Zealand)
Contract and Commercial Law Act 2017 — Privacy Act 2020
This Mutual Non-Disclosure Agreement (the “Agreement”) is entered into on [Effective Date] (the “Effective Date”) by and between:
[First Party Name], [Who First Party], NZBN [First Party NZBN], of [First Party Address], [First Party City], [First Party Region] [First Party Postcode], New Zealand (the “First Party”); and
[Second Party Name], [Who Second Party], NZBN [Second Party NZBN], of [Second Party Address], [Second Party City], [Second Party Region] [Second Party Postcode], New Zealand (the “Second Party”).
The First Party and the Second Party are referred to collectively as the “Parties” and individually as a “Party”. In this Agreement, each Party acts simultaneously as both a Disclosing Party (the party sharing Confidential Information) and a Receiving Party (the party receiving Confidential Information).
BACKGROUND
The Parties wish to explore a potential business relationship for the purpose of [Purpose] (the “Purpose”). In connection with the Purpose, each Party may disclose certain proprietary and confidential information to the other. The Parties wish to set out in writing the terms and conditions upon which such information may be exchanged, used, and protected on a mutual basis, in accordance with the Contract and Commercial Law Act 2017.
IN CONSIDERATION of the mutual promises set out in this Agreement and for other good and valuable consideration, the Parties agree as follows:
1. DEFINITION OF CONFIDENTIAL INFORMATION
1.1 In this Agreement, “Confidential Information” means all information of a confidential or proprietary nature disclosed by either Party (in its capacity as the Disclosing Party) to the other Party (in its capacity as the Receiving Party), whether disclosed orally, in writing, electronically, or by any other means, in connection with the Purpose, including but not limited to: [Confidential Information].
1.2 Confidential Information includes all information marked or designated as confidential at the time of disclosure, or that a reasonable person in the circumstances would understand to be confidential having regard to the nature of the information and the circumstances of its disclosure.
1.3 Each Party acknowledges that in this Agreement it acts as both a Disclosing Party (in respect of the Confidential Information it discloses) and as a Receiving Party (in respect of the Confidential Information it receives), and that the obligations set out in this Agreement apply equally to both Parties in each capacity.
2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
2.1 The obligations in this Agreement do not apply to information that:
- is or becomes publicly known other than through any act or omission of the Receiving Party;
- was in the Receiving Party’s lawful possession prior to disclosure and had not been obtained directly or indirectly from the Disclosing Party;
- is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure;
- is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or
- is required to be disclosed by law, by order of a court of competent jurisdiction in New Zealand, or by a regulatory or governmental authority, subject to clause 5 of this Agreement.
3. MUTUAL OBLIGATIONS OF EACH RECEIVING PARTY
3.1 Each Party, in its capacity as a Receiving Party, undertakes that it will:
- keep the other Party’s Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the Disclosing Party;
- use the Confidential Information solely for the Purpose and for no other purpose whatsoever;
- take all reasonable steps to protect the Confidential Information from unauthorised access, use, or disclosure, applying at least the same degree of care it uses to protect its own confidential information, and in any event no less than reasonable care;
- limit disclosure of Confidential Information to those of its directors, officers, employees, contractors, or professional advisers (including lawyers and accountants) who have a genuine need to know such information for the Purpose, and ensure that each such person is bound by obligations of confidentiality no less restrictive than those in this Agreement; and
- notify the Disclosing Party promptly upon becoming aware of any unauthorised access, use, or disclosure of the Disclosing Party’s Confidential Information.
3.2 Each Party, in its capacity as a Receiving Party, is responsible for any breach of this Agreement by any person to whom it discloses the other Party’s Confidential Information pursuant to clause 3.1.
3.3 The mutual obligations set out in this clause 3 are symmetric: each Party has the same obligations as a Receiving Party in respect of the other Party’s Confidential Information.
4. PRIVACY ACT 2020 COMPLIANCE
4.1 Where Confidential Information disclosed by either Party contains personal information (as defined in the Privacy Act 2020), the Receiving Party must handle such personal information only as necessary for the Purpose and in compliance with the Privacy Act 2020 and the Information Privacy Principles (IPPs).
4.2 In particular, the Receiving Party must comply with IPP 5 (storage and security of personal information), IPP 10 (limits on use of personal information), and IPP 11 (limits on disclosure of personal information).
4.3 Neither Party may disclose the other Party’s personal information outside New Zealand unless the requirements of IPP 12 (disclosure of personal information outside New Zealand) are satisfied.
4.4 If either Party becomes aware of a notifiable privacy breach (as defined in the Privacy Act 2020) involving Confidential Information that contains personal information, it must notify the other Party promptly and, where required by the Privacy Act 2020, notify the Privacy Commissioner and any affected individuals.
5. COMPELLED DISCLOSURE
5.1 If either Party is required by law, by order of a court of competent jurisdiction in New Zealand, or by any regulatory or governmental authority (including the Commerce Commission, the Financial Markets Authority, or the Inland Revenue Department) to disclose any Confidential Information of the other Party, the Receiving Party must, to the extent permitted by law:
- give the Disclosing Party prompt written notice of such requirement before disclosure;
- co-operate with the Disclosing Party in seeking a protective order or other appropriate relief to prevent or limit the disclosure; and
- disclose only that portion of the Confidential Information that is strictly required to be disclosed.
5.2 Any Confidential Information disclosed pursuant to a compelled disclosure remains subject to the confidentiality obligations of this Agreement to the fullest extent permitted by law.
6. TERM AND TERMINATION
6.1 This Agreement comes into force on the Effective Date and continues in full force and effect for [Confidentiality Period], unless terminated earlier by either Party giving not less than 30 days’ written notice to the other Party.
6.2 Termination or expiry of this Agreement does not affect any accrued rights or liabilities of either Party, nor does it affect the continued obligation of each Party to maintain confidentiality of the other Party’s Confidential Information disclosed prior to termination.
7. REMEDIES
7.1 Each Party acknowledges that the Confidential Information of the other Party is of a special and unique nature and that any actual or threatened breach of this Agreement may cause significant harm that cannot be adequately compensated by monetary damages alone.
7.2 Accordingly, in the event of an actual or threatened breach, the non-breaching Party is entitled, without prejudice to any other rights or remedies it may have, to seek urgent injunctive or other equitable relief from the High Court of New Zealand or any other court of competent jurisdiction to prevent or restrain any breach or threatened breach of this Agreement.
7.3 The rights and remedies of each Party under this Agreement are in addition to and not in substitution for any other rights and remedies available at law or in equity, including the right to claim damages for breach of contract under the Contract and Commercial Law Act 2017.
8. GENERAL PROVISIONS
8.1 Waiver. A failure or delay by either Party to exercise any right or remedy under this Agreement is not a waiver of that right or remedy.
8.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction in New Zealand, the remaining provisions continue in full force and effect.
8.3 Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, not to be unreasonably withheld.
8.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to mutual confidentiality and supersedes all prior oral and written agreements, representations, and understandings relating to the same subject matter, in accordance with the Contract and Commercial Law Act 2017.
8.5 Amendments. No amendment to this Agreement is effective unless made in writing and signed by an authorised representative of each Party.
8.6 Counterparts. This Agreement may be executed in counterparts, each of which is an original and together constitute one and the same instrument. Electronic signatures are accepted by both Parties in accordance with the Contract and Commercial Law Act 2017.
9. GOVERNING LAW AND JURISDICTION
9.1 This Agreement is governed by and construed in accordance with the laws of New Zealand, including the Contract and Commercial Law Act 2017 and the Privacy Act 2020.
9.2 Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand, including the High Court sitting at [Governing Region], in respect of any dispute or claim arising out of or in connection with this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Mutual Non-Disclosure Agreement as of the Effective Date first written above.
THE FIRST PARTY
Full name: [First Party Name]
Address: [First Party Address], [First Party City], [First Party Region] [First Party Postcode], New Zealand
THE SECOND PARTY
Full name: [Second Party Name]
Address: [Second Party Address], [Second Party City], [Second Party Region] [Second Party Postcode], New Zealand
First Party
________________
Signature
Second Party
________________
Signature
What Is a Mutual Non-Disclosure Agreement (New Zealand)?
A Mutual Non-Disclosure Agreement in New Zealand obliges both parties to keep specified confidential information secret and limits its use to the agreed purpose, with the obligations enforceable under the Contract and Commercial Law Act 2017. It restricts disclosure and use of designated confidential information between the disclosing and receiving parties.
In New Zealand, mutual NDAs are governed primarily by the Contract and Commercial Law Act 2017 (CCLA), which consolidated New Zealand's contract law and provides the framework within which commercial confidentiality obligations are interpreted and enforced. The Privacy Act 2020 is also highly relevant when the confidential information exchanged under the NDA includes personal information about individuals — customers, employees, suppliers, or others. The Privacy Act 2020 imposes obligations on the Receiving Party to handle personal information in accordance with the 13 Information Privacy Principles (IPPs), including obligations around security, use limitation, disclosure restriction, and mandatory notification of serious privacy breaches.
The most common situations where a mutual NDA is appropriate in New Zealand include: exploring a potential joint venture or business partnership where both parties need to share financial projections, business plans, and customer data; negotiations around a merger, acquisition, or business sale where both sides share commercially sensitive information during due diligence; technology licensing discussions where both parties share technical specifications and proprietary software information; and strategic partnerships where both organisations share market intelligence, pricing strategies, and supplier relationships.
A mutual NDA is a preliminary agreement — it protects the information shared during the exploratory or negotiation phase, but does not itself create the joint venture, partnership, or transaction that the parties are discussing. If discussions result in a more permanent arrangement, that arrangement will typically be documented in a separate agreement (such as a joint venture agreement, shareholders' agreement, or supply agreement), and the NDA may continue to apply to information that was shared during the preliminary phase.
Under New Zealand law, confidentiality obligations in a well-drafted NDA are enforceable through both injunctive relief (available from the High Court of New Zealand on an urgent basis) and damages for breach. The CCLA 2017 supports liquidated damages clauses in NDAs, provided the amount specified is a genuine pre-estimate of loss rather than a penalty designed to punish the breaching party.
When Do You Need a Mutual Non-Disclosure Agreement (New Zealand)?
A mutual NDA for New Zealand is needed whenever two parties are about to share sensitive business information with each other for the purpose of exploring a potential commercial relationship, and each side has information it wants to protect as well as information it needs to receive from the other party.
The most common trigger for a mutual NDA is the beginning of negotiations around a significant business transaction — whether a joint venture, merger, acquisition, strategic alliance, technology licensing arrangement, or major commercial partnership. In these situations, both parties typically need to open their books to the other side (sharing financial statements, client lists, technical specifications, and business strategies) while also receiving the other party's sensitive information. A unilateral NDA would only protect one party's information; a mutual NDA protects both.
A mutual NDA is also needed in supplier or vendor relationships where the supplier and the customer are exchanging proprietary technical or commercial information bidirectionally. For example, a technology company seeking to integrate its product with a partner's platform will need to share its API specifications and source code, while the partner shares its own technical architecture and data formats. Both parties need protection.
In the New Zealand context, mutual NDAs are frequently used in government-adjacent contexts — for example, between a Crown entity and a private sector partner exploring a public-private partnership, or between two organisations collaborating on a research and development project funded by Callaghan Innovation or a similar body. In these cases, the mutual NDA must carefully address the Privacy Act 2020 obligations around any personal data that is shared, and should consider whether the Official Information Act 1982 or Local Government Official Information and Meetings Act 1987 may require disclosure of information that would otherwise be confidential.
A mutual NDA should be signed before any confidential information is exchanged. If information is shared before the NDA is signed — for example, in early informal discussions — it may be difficult to retroactively protect that information under the NDA. established standards is to have the NDA in place before any substantive discussions begin.
What to Include in Your Mutual Non-Disclosure Agreement (New Zealand)
An effective Mutual Non-Disclosure Agreement for New Zealand should contain the following key elements.
The parties section identifies both parties by their full legal names, NZBNs (for business entities), and addresses. Both parties are identified as simultaneously being Disclosing Parties and Receiving Parties.
The purpose clause defines the specific business purpose for which the Confidential Information is being exchanged. This is critical because it limits the use to which the Receiving Party can put the other party's Confidential Information — information received under the NDA can only be used for the stated purpose.
The definition of Confidential Information should be broad enough to cover all the types of information both parties intend to protect, with a non-exhaustive list of examples. The definition should make clear that both marked and unmarked information can be confidential, provided it would be understood to be confidential by a reasonable person in the circumstances.
The exclusions clause lists information that is not protected by the NDA, including: information that is already in the public domain through no fault of the Receiving Party; information already lawfully known to the Receiving Party before disclosure; information received from a third party without restriction; and information independently developed without reference to the Disclosing Party's information.
The mutual obligations clause sets out the symmetric confidentiality obligations of each party as a Receiving Party. The obligations are identical for both parties and apply to each Party's information equally.
The Privacy Act 2020 compliance clause addresses obligations around personal information under the Information Privacy Principles, including the cross-border disclosure restriction under IPP 12 and the mandatory notification obligations for serious privacy breaches.
The compelled disclosure clause requires advance notice and cooperation before any legally compelled disclosure.
The term clause specifies how long the Agreement lasts and may include a survival period for obligations after termination.
The return or destruction clause (if included) requires each party to return or certifiably destroy the other's Confidential Information on request or termination.
The remedies clause acknowledges the availability of injunctive relief from the High Court of New Zealand.
The governing law clause specifies New Zealand law (including the CCLA 2017 and the Privacy Act 2020) and jurisdiction. The forms-legal.com Mutual Non-Disclosure Agreement (New Zealand) provides a ready-to-use template that meets New Zealand legal requirements.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Mutual Non-Disclosure Agreement (New Zealand) (New Zealand) [Legal document template]. Forms Legal. https://forms-legal.com/new-zealand/business/contracts/mutual-nda-new-zealand
"Mutual Non-Disclosure Agreement (New Zealand) (New Zealand)." Forms Legal, 2026, https://forms-legal.com/new-zealand/business/contracts/mutual-nda-new-zealand.
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author = {{Forms Legal}},
title = {Mutual Non-Disclosure Agreement (New Zealand) (New Zealand)},
year = {2026},
howpublished = {\url{https://forms-legal.com/new-zealand/business/contracts/mutual-nda-new-zealand}},
note = {Free legal document template. Based on Contract and Commercial Law Act 2017}
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Frequently Asked Questions
A unilateral (one-way) NDA protects information flowing in only one direction — from the disclosing party to the receiving party. Only the receiving party has obligations of confidentiality. A mutual (two-way) NDA is used when both parties are sharing confidential information with each other, for example when exploring a joint venture, merger, or strategic partnership where both sides need to disclose commercially sensitive information. In a mutual NDA, both parties are simultaneously Disclosing Parties and Receiving Parties, and the confidentiality obligations apply symmetrically to each. Under New Zealand law, both types of NDA are enforceable contracts governed by the Contract and Commercial Law Act 2017. A mutual NDA is typically appropriate when the exploration of the business relationship requires both parties to share trade secrets, financial information, technical data, or customer information, and each party has a legitimate interest in protecting its own information while accessing the other party's information.
The Privacy Act 2020 applies to the handling of personal information by New Zealand organisations and individuals carrying on business in New Zealand. When confidential information exchanged under a mutual NDA includes personal information (such as customer data, employee records, or individual financial information), the Receiving Party must handle that personal information in accordance with the Privacy Act 2020 and the 13 Information Privacy Principles (IPPs). Key obligations include IPP 5 (storage and security — the Receiving Party must protect personal information with reasonable security safeguards against loss, unauthorised access, use, modification, or disclosure), IPP 10 (limits on use — personal information can only be used for the purpose for which it was collected, which in the NDA context means only for the business purpose described in the agreement), and IPP 11 (limits on disclosure — personal information cannot be disclosed to third parties except in limited circumstances). IPP 12 restricts cross-border disclosure of personal information unless the recipient in the other country provides comparable privacy protections. The Privacy Act 2020 also imposes mandatory notification obligations for serious privacy breaches, which may require notification to the Privacy Commissioner and to affected individuals.
Yes. Mutual NDAs are enforceable contracts in New Zealand, governed primarily by the Contract and Commercial Law Act 2017 (CCLA), which consolidated much of New Zealand's contract law into a single statute. For an NDA to be enforceable, it must satisfy the basic requirements of a valid contract: offer, acceptance, consideration (which in a mutual NDA is provided by the mutual exchange of confidentiality obligations), and certainty of terms. New Zealand courts will enforce well-drafted NDAs by granting injunctive relief (an urgent court order restraining a breach or threatened breach) and by awarding damages for breach. The High Court of New Zealand has jurisdiction to grant urgent injunctions in appropriate cases. Liquidated damages clauses in NDAs — where a specific sum is agreed as compensation for each breach — are enforceable under the CCLA 2017 provided the amount represents a genuine pre-estimate of loss and is not a penalty. Non-solicitation clauses in NDAs must satisfy the same reasonableness test that applies to restraint of trade clauses in employment agreements.
An effective mutual NDA for New Zealand should include: (1) a clear definition of Confidential Information that covers all types of information both parties intend to protect, with a non-exhaustive list of examples; (2) a statement of the business purpose for which the information is being shared, which limits how the Receiving Party can use the information; (3) symmetric confidentiality obligations that apply equally to both parties in their capacity as Receiving Parties; (4) standard exclusions for information that is already publicly known, already lawfully known to the Receiving Party, independently developed, or required to be disclosed by law; (5) a compelled disclosure clause that requires the Receiving Party to give notice before making any legally required disclosure and to cooperate in seeking protection; (6) Privacy Act 2020 compliance obligations for any personal information included in the Confidential Information; (7) a defined term with clear termination provisions; (8) a return or destruction clause requiring the Receiving Party to return or destroy Confidential Information on request or termination; (9) a remedies clause acknowledging the availability of injunctive relief; and (10) a governing law clause specifying New Zealand law and jurisdiction, including the relevant region's High Court.
Yes. Electronic signatures on mutual NDAs are generally valid in New Zealand under the Electronic Transactions Act 2002, which establishes the legal equivalence of electronic communications and signatures to written and handwritten ones, subject to certain exceptions. The Contract and Commercial Law Act 2017 also supports the use of electronic contracts and signatures. For business NDAs between commercial parties, electronic signatures (including typing a name, clicking an agreement checkbox, or using a dedicated e-signature service such as DocuSign or Adobe Sign) are legally sufficient to create a binding contract. The key requirements are that the electronic signature adequately identifies the signatory, indicates their approval of the information communicated, and is reliable for its purpose. Parties should retain records of the electronic signing process, including timestamps and audit trails where available, to prove execution if a dispute arises.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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