Mutual NDA for Design Work: The 2026 Clause Checklist

Your NDA probably covers the pitch deck. It probably does not cover the Figma file, the analytics export, the subcontractor, or the AI tool someone pastes a screenshot into on a busy Tuesday.

A mutual NDA for design work needs to cover more than a standard sales NDA does: unmarked Figma files and analytics exports, subcontractors, portfolio use, AI tools, and what gets destroyed when the work ends. A one-way NDA only fits when one side shares nothing sensitive, and in product design both sides almost always do.

Treat this as a founder’s checklist, not legal advice. Have your counsel review any NDA before you sign it. How we run confidentiality at Spirixx is on our NDA-first product design studio page.

Investors don’t sign NDAs. Your design studio should.

Founders learn early that VCs will not sign an NDA. Lighter Capital gives three reasons: the legal cost, the need to talk to similar companies while mapping a sector, and the low risk of misuse when the business model is funding companies, not copying them (updated August 2024).

That logic does not transfer to a design studio. Compare what each one sees.

An investor sees a deck, in a meeting, for an hour.

A studio sees your production analytics, your unreleased features, your pricing experiments and your roadmap, for months.

A studio that refuses an NDA “because VCs do not sign them” is borrowing an excuse that was never written for it.

Mutual or one-way?

Cooley GO’s guidance is short: a mutual NDA is more appropriate when both parties share sensitive information.

In design work, the client shares product data and plans. The studio shares its methods, pricing and working files. Both sides disclose, so mutual is the default.

The clause checklist

The free Common Paper Mutual NDA (version 1.0, 2024) is a good reference, because its standard terms are public and readable. Here is what each standard clause does, and what to check for design work.

Clause	What the standard version does	What to check for design work
Definition of confidential information	Covers anything marked confidential, or anything reasonably understood as confidential from its nature	Make sure it reaches unmarked Figma files, dashboards, screen recordings and exports
Who may receive it	People with a need to know, including contractors, with the receiving party responsible for them	Name subcontractors, and require them to sign equivalent terms
Exclusions	Public information, prior knowledge, information from a third party, independent development	Standard. The receiving party must prove an exclusion applies
Term and survival	Obligations survive the agreement; trade secrets stay protected while they remain secret	Avoid a short fixed term that ends protection for unreleased features
Return or destruction	Destroy confidential information on request, with carve-outs for backups	Extend it to local exports, recordings and AI chat histories
No licence	Disclosure grants no licence	IP ownership belongs in the services agreement, not the NDA
Residuals	Optional in Common Paper, not a default	Strike it. A designer’s memory of your unreleased feature is the exact risk
Governing law	Chosen on the cover page	Check it works for both parties across EU, UK, US or UAE

The two clauses most design NDAs miss

Portfolio use

Designers show work to win work. Rocket Lawyer’s April 2026 guidance notes that confidential and unreleased projects are treated very differently from public work, and that typical terms require written consent before any promotional use.

Put it in writing: no display of unreleased work, in any form, without written consent.

AI tools

This is the 2026 clause. Whether your files train someone’s model depends on the plan tier, not the brand.

Figma: content training has been on by default for Starter and Professional teams since 15 August 2024, and admins can turn it off. It is off for Organization and Enterprise plans.
OpenAI: no training on data from ChatGPT Business, Enterprise or the API by default (January 2026).
Anthropic: consumer plans (Free, Pro, Max) let each user choose, with five-year retention if training is allowed. Team, Enterprise and API accounts are not affected (August 2025).

So a designer working in a personal account carries a different risk from one working in a business workspace, even inside the same tool.

The cautionary example is still Samsung in 2023, when an engineer uploaded internal source code to ChatGPT and the company banned generative AI tools at work.

The American Bar Association set a useful bar for lawyers in Formal Opinion 512 (July 2024): get informed client consent before putting client information into self-learning AI tools. It does not bind designers. It is still the right standard.

A good design NDA, or the services agreement beside it, says which AI tools may touch your files, on which plan, with training off.

Why the NDA also protects your legal position

In the EU, information only counts as a trade secret if it has been subject to reasonable steps to keep it secret (Directive 2016/943, Article 2).

My reading, not legal advice: sharing your funnel data and roadmap with vendors without an NDA weakens more than your contract. It can weaken the trade-secret status of the thing you shared. Ask your counsel.

How we run it at Spirixx

A mutual NDA comes before any sensitive conversation. If you ask, we sign it before the first call. Otherwise it is signed before we get access to anything meaningful, such as analytics dashboards or internal documents.

We never publish anything that could identify a client. That is why there are no case studies on our site, and why we wrote a separate post on how to judge a studio without a portfolio.

Tell us when you book a call with Spirixx and we will send the agreement ahead of the call.

Does your current design vendor’s NDA say which AI tools may touch your files?

Let’s start with the paperwork. Book a free 30-min call, or read how our NDA-first studio works.

Sources

Mutual NDA for Design Work: What It Should Cover in 2026