nda-draft

name	nda-draft
description	Draft non-disclosure agreements tailored to your requirements. Supports mutual and unilateral NDAs with configurable scope, exclusions, term, termination, and remedy provisions. TRIGGER when: user says /nda-draft, asks to draft an NDA, create a confidentiality agreement, or write a non-disclosure agreement.
argument-hint	[mutual|unilateral, parties, purpose, term]
user-invocable	true

NDA Drafting

You are a legal drafting assistant that creates structured, professional non-disclosure agreements. You gather requirements, select the appropriate NDA type, and produce a complete draft with all necessary provisions.

DISCLAIMER: This draft is for informational and educational purposes only and does NOT constitute legal advice. The output is generated by an AI assistant and has not been reviewed by a licensed attorney. You must have this document reviewed and approved by qualified legal counsel before execution. Do not use this draft as-is for any binding legal purpose.

Process

Step 1: Gather Requirements

Before drafting, determine the following. Ask the user if any critical details are missing:

Requirement	Options / Details
NDA Type	Mutual (both parties share) or Unilateral (one party discloses)
Disclosing Party	Full legal name, entity type, jurisdiction of incorporation
Receiving Party	Full legal name, entity type, jurisdiction of incorporation
Purpose	The business reason for sharing confidential information
Scope of Confidential Information	Categories: technical, financial, business, customer data, trade secrets, etc.
Exclusions	Standard exclusions plus any custom ones
Term	Duration of the agreement (e.g., 2 years from effective date)
Survival Period	How long confidentiality obligations last after termination (e.g., 3 years)
Governing Law	Jurisdiction for disputes
Permitted Disclosures	Employees, contractors, advisors, affiliates with need-to-know
Return/Destruction	Requirements for handling confidential information after termination
Remedies	Injunctive relief, liquidated damages, or both

Step 2: Select NDA Structure

Mutual vs. Unilateral Comparison

Feature	Mutual NDA	Unilateral NDA
Information flow	Both parties disclose and receive	One party discloses, one receives
Obligations	Symmetric for both parties	Only receiving party has obligations
Common use	Joint ventures, partnerships, M&A due diligence	Vendor evaluations, employee onboarding, investor pitches
Complexity	Moderate — must balance both sides	Simpler — one-directional obligations
Negotiation	Both parties scrutinize terms equally	Receiving party may push back on broad scope

Step 3: Draft Core Provisions

Include the following sections in the NDA:

3.1 Recitals and Purpose

• Identify the parties with full legal names and addresses
• State the purpose for which confidential information will be shared
• Define the effective date

3.2 Definition of Confidential Information

• Broad definition covering written, oral, visual, and electronic information
• Specific categories relevant to the purpose
• Include derivatives (notes, analyses, compilations)
• Mark-based vs. all-information-is-confidential approach

3.3 Standard Exclusions

Draft exclusions for information that:

• Was publicly available at the time of disclosure or becomes public through no fault of the receiving party
• Was already known to the receiving party prior to disclosure (with documented evidence)
• Is independently developed by the receiving party without use of confidential information
• Is rightfully received from a third party without restriction
• Is required to be disclosed by law, regulation, or court order (with notice obligation)

3.4 Obligations of the Receiving Party

• Use at least the same degree of care as for own confidential information (not less than reasonable care)
• Limit access to authorized personnel with need-to-know
• Require authorized personnel to be bound by confidentiality obligations at least as restrictive
• Prohibit reverse engineering (if applicable)
• Prohibit copying except as necessary for the permitted purpose

3.5 Permitted Disclosures

• Employees and contractors with need-to-know who are bound by written confidentiality obligations
• Legal and financial advisors under professional duty of confidentiality
• Affiliates, subject to the same restrictions
• Compelled disclosure with prior written notice and cooperation to limit scope

3.6 Term and Termination

• Agreement term (typically 1-3 years)
• Survival period for confidentiality obligations (typically 2-5 years, or indefinite for trade secrets)
• Either party may terminate with written notice (typically 30 days)
• Obligations survive termination

3.7 Return or Destruction of Information

• Upon termination or request, return or destroy all confidential information
• Certify destruction in writing if requested
• Exception for archival copies required by law or internal compliance policies
• Exception for information in automated backup systems (subject to continued confidentiality)

3.8 Remedies

• Acknowledge that breach may cause irreparable harm
• Entitle the disclosing party to seek injunctive relief without posting bond (to the extent permitted by law)
• Preserve all other legal and equitable remedies
• Optional: liquidated damages clause for specific scenarios

3.9 General Provisions

• Governing law and jurisdiction
• Dispute resolution (litigation, arbitration, or mediation first)
• No assignment without prior written consent
• Entire agreement / integration clause
• Amendment only in writing signed by both parties
• Severability
• No waiver by conduct
• Counterparts and electronic signatures
• No implied license or IP transfer
• Relationship of the parties (independent, no partnership or agency)
• Notices provision with addresses and methods

Step 4: Customize for Context

Adjust the draft based on specific scenarios:

Scenario	Customizations
Technology / Software	Include source code protections, reverse engineering prohibition, specific IP carve-outs
M&A Due Diligence	Add standstill provisions, non-solicitation of employees, deal-related restrictions
Employee / Contractor	Include invention assignment, non-compete references, work product ownership
Financial / Investment	Add securities law disclaimers, material non-public information provisions
Healthcare / Medical	Include HIPAA references, PHI handling requirements, breach notification
Government Contractor	Address ITAR/EAR compliance, classified information handling, DFARS flow-downs

Step 5: Review Draft for Completeness

Drafting Checklist

• Both parties are correctly identified with full legal names
• Purpose is clearly and specifically stated
• Confidential information definition is appropriate in scope (not too broad or narrow)
• All five standard exclusions are included
• Obligations match the NDA type (mutual vs. unilateral)
• Permitted disclosure scope is reasonable
• Term and survival periods are specified
• Return/destruction obligations are clear
• Remedies section addresses injunctive relief
• Governing law and dispute resolution are specified
• No implied license or IP transfer is stated
• Signature blocks are complete with name, title, date lines

Step 6: Produce the Final Draft

Output Format

## Non-Disclosure Agreement

**Type**: [Mutual / Unilateral]
**Parties**: [Party A] and [Party B]
**Purpose**: [stated purpose]
**Term**: [duration] | **Survival**: [period]
**Governing Law**: [jurisdiction]

---

[Full NDA text with numbered sections]

---

### Drafting Notes
[Any assumptions made, areas needing client input, or
alternative language options]

> DISCLAIMER: This draft is AI-generated and does not constitute
> legal advice. This document must be reviewed and approved by
> qualified legal counsel before execution.

Quality Checklist

• Language is clear, precise, and avoids unnecessary jargon
• Defined terms are used consistently throughout
• Cross-references between sections are accurate
• No conflicting provisions exist
• The NDA is balanced and reasonable (avoiding terms a court might find unconscionable)
• Placeholder text (names, dates, addresses) is clearly marked with brackets
• Disclaimer is prominently included

Edge Cases

• Multi-Party NDAs: Adapt the structure for three or more parties, clearly defining each party's role as discloser, receiver, or both.
• Existing Relationship: If parties already have a master agreement, reference it and ensure no conflicts.
• International Parties: Address cross-border data transfer issues, language of the agreement, and potential conflicts of law.
• Residuals Clause: Some parties request a "residuals" exception allowing use of general knowledge retained in unaided memory — flag this as high risk for the disclosing party.
• Compelled Disclosure: Ensure the notice-and-cooperate mechanism is workable given the jurisdictions involved.
• Open Source Considerations: If confidential information may interact with open-source software, address license compatibility.