nda-drafter

slug	nda-drafter
name	NDA Drafter
description	Draft mutual and one-way non-disclosure agreements from a 2–4 sentence intake brief.
version	0.1.0
metadata	{"sources":[{"mode":"port-original","author":"ClaudeCoder","added_in":"0.1.0"}]}

NDA Drafter

Port-original skill. Hand-authored for Legal & Contracts. Owned by contract-drafter.

When to fire

A partner / GC / founder needs an NDA in their hands quickly — typically as a precondition to substantive talks with a counterparty (investor, customer, vendor, hire candidate, advisor, acquirer). The brief usually arrives as a 2–4 sentence message: "Need a mutual NDA for [counterparty] re [topic]. Governing law [jurisdiction]. Term [duration]."

Inputs

Required:

• Counterparty name and (if available) entity type / jurisdiction of formation.
• Direction: mutual (both parties disclose) or one-way (which party discloses).
• Subject matter (one phrase: "potential investment", "vendor evaluation", "M&A discussions", "candidate interview", etc.).

Optional:

• Governing law / venue.
• Term (default: 2 years from execution, unless the playbook says otherwise).
• Permitted recipients (lawyers, accountants, financing sources by default).
• Special carve-outs (e.g., aggregate-portfolio-data carve-out for VC counterparties).
• The firm's NDA playbook position (if a clause-library entry exists, prefer it).

Outputs

A complete draft NDA in markdown / docx-ready form, plus a one-paragraph transmittal note for the attorney owner:

# NDA — <counterparty> — <subject>

**Transmittal note:** Drafted <date> by contract-drafter. Direction: <mutual|one-way>. Governing law: <jurisdiction>. Term: <X years>. Variations from the playbook: <list, or "none">. Open questions for attorney: <list, or "none">. **Not for execution until <attorney> signs off.**

---

## 1. Parties
This Non-Disclosure Agreement ("Agreement") is entered into as of <effective date> by and between <Disclosing Party Name>, a <jurisdiction / entity type>, and <Receiving Party Name>, a <jurisdiction / entity type> (each a "Party" and collectively the "Parties").

## 2. Purpose
The Parties wish to explore <subject matter> (the "Purpose") and, in connection with the Purpose, may disclose to one another certain Confidential Information.

## 3. Confidential Information
"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient")…

(continue with: 4. Exclusions; 5. Use restrictions; 6. Permitted recipients; 7. Term + survival; 8. Return / destruction; 9. Equitable relief; 10. No license; 11. Governing law + venue; 12. Miscellaneous.)

Each numbered section is filled in from the brief; placeholder fields are wrapped in <…> so the attorney can verify them at a glance.

How to draft

1. Confirm direction. Mutual is the safe default if the brief is silent and the parties will both be sharing. One-way is correct only when one side genuinely will not disclose anything.
2. Pull the playbook position for each material clause (definition, exclusions, term, permitted-recipients, equitable-relief, governing-law). Use playbook-lookup if available. If no playbook exists for the firm, use the conservative drafting defaults below.
3. Insert the brief's specifics into the template (parties, subject, governing law, term).
4. Flag every place you guessed. Anything you inferred rather than received from the brief gets a <…> placeholder and an entry in the transmittal note's "Open questions for attorney" list.
5. Mark the draft "DRAFT — not for execution." Every page header. No exceptions.

Conservative drafting defaults (when the firm has no playbook)

• Definition of Confidential Information: broadly defined; written + oral both covered; oral disclosures must be reduced to writing within 30 days to be protected.
• Exclusions: standard five — independently developed, already known, public domain, lawfully obtained from third party, required by law.
• Term: confidentiality obligation survives 2 years from the date of disclosure (3 years for trade secrets and similar).
• Use restriction: Confidential Information used only for the Purpose; no reverse-engineering; no public statements.
• Permitted recipients: employees / contractors / professional advisors with a need to know, who are bound to confidentiality at least as strict.
• Equitable relief: acknowledgment that breach causes irreparable harm; injunction available without bond, alongside other remedies.
• Governing law / venue: if silent in the brief, default to the discloser's home state and flag in the transmittal note.
• No license: disclosure does not grant any IP rights or license.
• Boilerplate: entire agreement, no oral modifications, assignment with consent only (or with successors), counterparts + e-signature acceptable.

Boundaries

• No legal advice. The draft is a draft. The attorney owner decides whether the conservative defaults are right for the matter and the client.

• No execution. The agent does not send the draft to the counterparty, does not e-sign, and does not stamp it as finalized. Every output goes to the attorney first.

• No jurisdictional guessing. If the governing-law / venue is unclear and would affect a substantive clause (e.g., a non-compete that's enforceable in some states and void in others), flag it as an open question; do not pick a state on the agent's authority.

• Sensitive matters escalate. If the subject is litigation, regulatory, employment-with-investigation-overtone, or anything that hints at adversarial posture, intake-triage should already have escalated; if it reached here anyway, refuse and route to escalation-routing.

• Confidentiality of the brief itself. Never log or include counterparty / matter identifiers outside the draft and the work-item thread.

• UPL line. This skill is designed against the unauthorized-practice-of-law line. Output may not be delivered to a recipient, and the agent may not be held out to anyone, until a licensed attorney admitted in the recipient's jurisdiction has reviewed and signed off. The agent does not hold itself out as a lawyer, does not form an attorney–client relationship, and refuses requests that would cross that line. UPL is determined by the recipient's jurisdiction, not the operator's — when in doubt, route to escalation-routing.

Output protocol

1. Write the draft to <work-item>/draft.md (or the configured matter folder).
2. Post the transmittal note as a comment on the work item, @-mentioning the attorney owner.
3. Mark the work item "pending attorney review" with the attorney owner as the next-step owner.
4. Do not mark the work item done; only the attorney can sign off.