A Mutual NDA establishes reciprocal obligations to protect proprietary and confidential information. This playbook addresses definition scope, duration, and permitted disclosure exceptions.
Why This Matters: Balanced termination provisions provide an orderly exit path, reducing litigation risk and preserving business relationships.
Negotiation strategy
If you're the Disclosing Party A:
Ensure termination rights are mutual and include reasonable notice periods. Negotiate for a clear definition of material adverse change to avoid disputes.
If you're the Disclosing Party B:
Advocate for a balanced termination clause that protects your interests. Ensure any break-up fees are fair and clearly defined.
Essential elements
1
Termination Events
Conditions allowing agreement exit.
2
Notice Periods
Timeframe for termination notice.
3
Break-Up Fees
Fees applicable upon termination.
Action framework
ACCEPT
Propose edits if termination conditions are one-sided or unclear.
EDIT
Reject if termination rights are absent or overly restrictive.
ADD
Add language for mutual termination events and clear notice periods.
PRO TIP
Always define 'material adverse change' to prevent ambiguity in termination conditions.
Example clauses
FAVORABLE
Balanced Termination Clause
"Either party may terminate this Agreement upon 30 days' written notice in the event of a material breach or mutual agreement."
NEUTRAL
Standard Termination Provision
"Termination may occur with mutual consent or upon breach with notice."
UNFAVORABLE
One-Sided Termination Rights
"Only the Seller may terminate the Agreement at any time without cause."
Fallbacks
High-Risk Projects
In high-risk projects, ensure termination rights are robust to allow exit if risks materialize.
Long-Term Contracts
For long-term contracts, include periodic review clauses to reassess termination conditions.
Joint Ventures
In joint ventures, ensure termination rights consider the impact on shared assets and responsibilities.
FEATURED SOLUTIONS
Contract Email Agent
Self-service Al for instant contract review and markups.
Never leave your inbox. Effortless contract markups and summaries—delivered straight to your inbox. No signups, no apps, no plugins, no playbooks, no delays.
Import PDF. Redline on DocJuris. Export to Word. Save a day of work.
Import locked PDFs or Word docs and get work done with our world-class contract editing platform. Track your changes and comments and export seamlessly to MS Word without the headaches of clunky add-ins.
Markup clauses in seconds. See the reasoning, stay in control.
Negotiate with confidence using DocJuris’s AI-powered suggestions. Pick a suggested action to balance or lean specific terms in favor of a party. Or, quickly make a clause mutual or simpler with a single click without the back-and-forth.
Uncover opportunities and risks in your signed contracts.
Turn your contracts into structured insights. With Repository AI, DocJuris analyzes every imported agreement—so you always know what’s expiring, auto-renewing, or exposing risk. Total visibility, zero guesswork.
Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
Not another CLM
Tackle everything your team needs using existing IT without expensive consultants, outrageous user licensing fees, or complex coding. DocJuris takes on the heavy lift and delivers your requirements with its people, process, and technology.
See how DocJuris can automate your legal, procurement, and sales operations.
DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.