Mutual Non-Disclosure Agreement
Mutual NDAProtect confidential information shared in both directions between parties.
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Statutes, model forms, and commentary cited for each agreement type below.
Mutual Non-Disclosure Agreement (Mutual NDA): A bilateral confidentiality agreement (also called a mutual or two-way NDA) where each party is both discloser and recipient. Use it before partnership talks, diligence, joint ventures, or vendor evaluations to protect trade secrets, pricing, product roadmaps, and other proprietary information exchanged both ways.
Sources: Cornell LII: Non-disclosure agreement (NDA); oneNDA
One-way Non-Disclosure Agreement (One-way NDA): A unilateral confidentiality agreement where only one party discloses sensitive information and the receiving party must keep it secret and use it only for an agreed purpose. Common for investor or customer pitches, contractor or vendor access, supplier RFPs, and one-directional product evaluations. Choose who is the discloser, then set purpose, definition breadth, term, survival, and optional clauses such as return of materials or affiliate access.
Sources: Cornell LII: Non-disclosure agreement (NDA); WIPO: Trade secrets
Multilateral Non-Disclosure Agreement (Multilateral NDA): A multilateral NDA lets three to five parties sign. You choose whether information may be shared with every party or only with parties the discloser names.
Sources: oneNDA; WIPO: Trade secrets
Master Service Agreement (MSA): A master service agreement establishes the overarching legal framework for an ongoing customer and service-provider relationship: liability, intellectual property, confidentiality, payment mechanics, warranties, indemnity, termination, and dispute resolution. Future projects then attach as statements of work or order forms without renegotiating the full boilerplate each time.
Statement of Work (SOW): A statement of work is the project-specific companion to an MSA. It defines scope of work, deliverables, acceptance criteria, milestones, timeline, fees, and responsibilities for a single engagement so commercial details stay clear while the MSA holds the standing legal terms.
Services Agreement (SA): A services agreement (professional services contract) sets the commercial and legal terms for delivering consulting, creative, technical, or other business services in a single engagement: scope, fees, timelines, IP ownership, confidentiality, warranties, and termination when a full MSA and SOW stack is not needed.
Order Form (OF): An order form (sometimes called a work order or ordering document) sits under an MSA to lock SKUs, quantities, pricing, subscription terms, start dates, and commercial options for a purchase. It speeds SaaS and services sales by keeping product and price details out of the master legal terms.
Sources: Nolo: Master service agreements and related work orders
Pilot Agreement (Pilot): A pilot agreement (proof-of-concept or evaluation agreement) covers a time-boxed trial of a product or service before a full MSA or subscription. Typical terms include pilot scope, success criteria, limited licenses, data use, confidentiality, fees or fee waivers, and conversion to a production contract.
Sources: Nolo: Framework contracting for multi-phase engagements
Purchase Agreement (Purchase): A purchase agreement records a sale of goods or assets: what is being sold, the price, closing mechanics, representations, and when title and risk transfer. Use it when an LOI has done its job and the parties are ready to make the transaction binding.
Sources: Cornell LII: Sale; Uniform Law Commission: Uniform Commercial Code
Consulting Agreement (Consulting): A consulting agreement is a services contract written for advisors: scope, fees, independence from employment, confidentiality, and who owns the advice or work product. Use it instead of a generic services agreement when the engagement is advisory rather than a full project stack.
Sources: FAR Part 37: Service Contracting (Acquisition.gov); IRS: Independent contractor or employee?
Vendor Agreement (Vendor): A vendor agreement is the standing paper for procurement: what is supplied, pricing, delivery, warranties, and how either side can end the relationship. Use it for recurring vendor onboarding instead of rewriting a services agreement each time.
Sources: Cornell LII: Contract; FAR Part 12: Acquisition of Commercial Products (Acquisition.gov)
SaaS Subscription Agreement (SaaS): A SaaS subscription agreement grants access to hosted software: subscription fees, authorized users, acceptable use, data handling, and renewal. Use it when you are selling or buying cloud software rather than a perpetual license or a services MSA.
Sources: Cornell LII: Contract; NIST: Cloud computing synopsis (SP 800-146)
Construction Agreement (Construction): A construction agreement for an owner and a contractor: scope, price, schedule, changes, warranties, and insurance. It is not a new-home or remodeling contract.
Sources: FAR Part 36: Construction and architect-engineer contracts
Residential Construction Agreement (Residential Construction): A new-home construction agreement covering plans, price, allowances, financing, substantial completion, and warranties. Local rules, including Maine home-construction requirements, stay identifiable.
Sources: Maine Attorney General: Home construction and repair
Home Improvement Agreement (Home Improvement): A home improvement agreement for work on a house that already exists: scope, exclusions, occupied-home access, hidden conditions, and cancellation.
Construction Subcontract (Subcontract): A subcontract for a construction trade. It incorporates the parts of the prime contract that apply to that trade. It is not a generic independent contractor agreement.
Sources: SBA: Limitations on subcontracting
Referral Agreement (Referral): A referral agreement covers which introductions count, how commission is calculated, and when it is paid. The referring party does not have authority to bind the business.
Reseller Agreement (Reseller): A reseller agreement covers territory, pricing, who contracts with the customer, and support. Resale is not a referral and not an agency.
Distribution Agreement (Distribution): A distribution agreement for ongoing sales of goods: territory, purchase orders, delivery, inventory, and what happens to stock when the deal ends.
Service Level Agreement (SLA): A service level agreement attaches to an MSA or subscription. It separates response targets from resolution, and it defines how credits are calculated and capped.
Video Production Agreement (Video Production): A video production agreement covers the shoot, deliverables, who owns footage, usage rights, and what happens if the date is cancelled or moved.
Art Commission Agreement (Art Commission): An art commission agreement covers the brief, revisions, and delivery. Ownership of the physical piece is stated separately from copyright assignment or a license.
Sources: U.S. Copyright Office: Visual arts
Design Services Agreement (Design): A design services agreement covers graphic design, UX, logos, and other digital work. It separates concepts, final files, source files, and tools the designer already owned.
Photography Agreement (Photography): A photography agreement covers the shoot, hours, fee, and delivery. The client's license to use the images is separate from the photographer's permission to publish them.
Sources: U.S. Copyright Office: Photographs
Brand Collaboration Agreement (Brand Collaboration): A brand collaboration agreement separates making the content, posting it, and letting the brand run ads. It does not promise views or sales.
Sale of Goods Agreement (Sale of Goods): A sale of goods agreement covers specifications, price, delivery, when title and risk pass, and inspection. It is a defined sale, not an ongoing distribution deal.
Data Processing Agreement (DPA): A data processing agreement (processor contract) sets controller and processor roles for personal data: subject matter, duration, nature and purpose of processing, data types, data-subject categories, security measures, sub-processor rules, audit rights, and return or deletion at end of processing. Under GDPR Article 28, processing by a processor must be governed by a binding written contract with these elements.
Sources: GDPR.eu: What is a data processing agreement?; ICO: Contracts between controllers and processors; EDPB: Guidelines 07/2020 on controller and processor
Artificial Intelligence Addendum (AI Addendum): An AI addendum allocates rights and risks for artificial intelligence and machine-learning features: permitted model use, customer data for training or fine-tuning, ownership of prompts and outputs, confidentiality, human oversight, transparency to users, and security. Useful when products involve generative AI or high-risk AI systems covered by frameworks such as the EU AI Act and NIST AI RMF.
Sources: EU AI Act: Article 13 (transparency to deployers); NIST: AI Risk Management Framework
HIPAA Business Associate Agreement (HIPAA BAA): A HIPAA business associate agreement limits use of protected health information, requires safeguards and breach notice, and covers both covered-entity and subcontractor relationships. It is not a GDPR data processing agreement.
Sources: eCFR: 45 CFR 164.504
Letter of Intent (LOI): A letter of intent captures preliminary deal terms before a definitive purchase, investment, or commercial agreement. Core commercial terms are often non-binding, while confidentiality, exclusivity, and expense allocation are frequently binding so parties can diligence and negotiate without prematurely locking the full deal.
Sources: Baker McKenzie: Preliminary documents (letters of intent)
Term Sheet (TS): A term sheet summarizes headline economics and legal points (valuation, price, governance, closing conditions, and key covenants) that will guide a definitive agreement. Like an LOI, it is usually mostly non-binding except for selected negotiation protections such as confidentiality and exclusivity.
Sources: Baker McKenzie: Preliminary documents (term sheets and LOIs)
Memorandum of Understanding (MOU): A memorandum of understanding records a collaboration and lets you mark which sections bind. Sections marked non-binding do not create those obligations.
Sources: SBA Office of Advocacy: Memorandums of understanding
Asset Purchase Agreement (Asset Purchase): An asset purchase agreement lists acquired and excluded assets, assumed liabilities, closing, and indemnity for a business sale. It is not a one-time goods contract.
Sources: SBA: Close or sell your business
Independent Contractor Agreement (ICA): An independent contractor agreement documents a freelance or vendor engagement: scope of services, payment, expenses, intellectual property assignment, confidentiality, and termination. Clear written terms help show behavioral and financial independence for worker classification questions under IRS common-law guidance.
Sources: IRS: Independent contractor or employee?; DOL: Misclassification of employees as independent contractors
Employment Agreement (Employment): An employment agreement covers the job, compensation, start date, confidentiality, and how the relationship can end. Use it when you are hiring an employee rather than a contractor, and pair it with a one-way NDA if you need extra confidentiality paper.
Sources: DOL: Employment relationship under the FLSA; IRS: Independent contractor or employee?
Employment Offer Letter (Offer Letter): An employment offer letter confirms the role, compensation, start date, and that employment is at-will unless you say otherwise. It is the signature-ready hiring document most teams send before or instead of a long-form employment agreement.
Sources: Cornell LII: Offer; DOL: Employment relationship under the FLSA
Employment Separation Agreement (Separation): A separation agreement distinguishes earned pay from extra severance. A release of claims is optional, and waiting periods follow the law that applies to that employee.
Sources: EEOC: Understanding waivers in employee severance agreements
Contract Amendment (Amendment): A contract amendment (modification) updates an existing signed agreement: fee changes, renewals, scope expansions, party changes, or corrected terms. Written amendments keep the original contract intact while documenting what changed, when it takes effect, and which provisions remain in force.
Sources: Cornell LII: Contract modification; FAR Part 43: Contract modifications
Partnership Agreement (Partnership): A partnership agreement defines how two or more parties own and run a business together: capital contributions, profit and loss sharing, management, decision rights, and what happens if a partner leaves. Use it after early talks, once the parties are ready to formalize the relationship.
Sources: IRS: Partnerships; Cornell LII: Partnership
Joint Venture Agreement (Joint Venture): A joint venture agreement covers a defined collaboration that is not a full partnership: purpose, contributions, governance, IP, and how the venture ends. Use it when two companies will work a project together while remaining separate businesses.
Founders Agreement (Founders): A founders agreement records roles, an ownership split, and vesting. Signing it does not issue shares. Forming the company and issuing equity still happen separately.
Sources: SEC: Small business resources
Shareholders Agreement (Shareholders): A shareholders agreement for a company and its owners: board and voting, transfer limits, and an ownership table. The company charter still controls if they conflict.
Sources: Delaware Division of Corporations
Software License Agreement (Software License): A software license agreement lets a user run software under defined conditions while the vendor keeps ownership. Typical terms include the license grant, restrictions, fees, IP, warranties, and liability. Use it for on-prem or licensed software, not for a hosted subscription.
Sources: U.S. Copyright Office: Copyright law; Cornell LII: License
IP Assignment Agreement (IP Assignment): An IP assignment agreement transfers copyrights, patents, or other intellectual property from the assignor to the assignee, usually for a stated consideration, with further-assurances language so the paperwork can be completed later. Common in contractor close-out, founder contributions, and work-product cleanup.
Sources: Cornell LII: Assignment; U.S. Copyright Office: Assignment and licenses
Loan Agreement (Loan): A loan agreement states how much is lent, the interest rate, how and when it is repaid, and what happens on default. Use it for a business or personal loan between identified parties when you need more than a handshake or a one-line promissory note.
Sources: Cornell LII: Promissory note; CFPB: What is a promissory note?
Commercial Lease Agreement (Commercial Lease): A commercial lease agreement covers business premises: the space, term, rent, permitted use, maintenance, and insurance. Use it for office, retail, or warehouse space. It is not a residential lease.
Residential Lease Agreement (Residential Lease): A residential lease covers rent, deposit, occupants, maintenance, and access for a home. It is not a commercial lease with the labels changed. Local disclosure rules still apply.
Sources: HUD: Tenant rights
Formable contract templates include language modified from Common Paper standard terms. The originals are free to use under Creative Commons Attribution 4.0 (CC BY 4.0). View the Common Paper standards and CC BY 4.0 license.
The partnership agreement follows the Uniform Partnership Act (1997) from the Uniform Law Commission. See the Uniform Partnership Act (1997).
The HIPAA business associate agreement follows the sample contract provisions published by the U.S. Department of Health and Human Services. Read the HHS sample provisions.
The data processing agreement is built around Article 28 of the GDPR, as published by the European Commission. Read Regulation (EU) 2016/679.