| name | confidentiality-nda |
| title | Confidentiality Agreement (NDA) |
| description | Drafts enforceable confidentiality and non-disclosure agreements for corporate transactions, M&A, partnerships, and due diligence. Covers mutual and unilateral structures, defined-term confidential information, permitted disclosures, non-solicitation, standstill, return/destruction obligations, and equitable remedies. Use when drafting an NDA, confidentiality agreement, or mutual confidentiality agreement for business transactions. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/confidentiality-nda |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | general |
| practice | contracts |
| language | en |
Confidentiality Agreement (NDA)
Drafts professional-grade NDAs for corporate transactions, M&A, partnerships, and sensitive business discussions. Supports mutual and unilateral structures.
Quick Start
Gather before drafting:
- Parties — legal names, entity types, addresses; clarify subsidiary/parent relationships
- Transaction type — acquisition, JV, licensing, partnership, or exploratory
- Direction — mutual (both disclose) or unilateral (one-way)
- Sensitivity — determines care standard, duration, standstill/non-solicit need
- Governing law — jurisdiction for choice of law and venue
Core Workflow
1. Header & Recitals
- Title reflects mutual vs. unilateral; reference transaction if applicable
- Effective date: typically date of execution
- State specific transaction type and permitted scope of use
- Include: "No obligation to proceed with any transaction"
2. Definition of Confidential Information
Include: financial data, business plans, customer/supplier lists, technical IP, personnel info, trade secrets, and the existence of discussions themselves.
Standard exclusions:
- Public domain at time of disclosure or becomes public without breach
- Already in receiving party's possession (written evidence required)
- Independently developed (contemporaneous written records required)
- Received from non-obligated third party
All information qualifies regardless of marking. Best practice: mark written materials, confirm oral disclosures in writing within a reasonable period.
3. Obligations & Permitted Disclosures
Core obligations:
- Use solely for evaluating the stated transaction — no competitive use
- Care standard: same as own confidential info, no less than reasonable care
- No third-party disclosure without prior written consent
Permitted representatives (need-to-know only): officers, directors, involved employees, attorneys, accountants, financial advisors, consultants. Representatives must be informed of obligations and bound by terms at least as restrictive. Receiving party is liable for representative breaches.
Compelled disclosure: prompt written notice to disclosing party, cooperate to limit scope, disclose minimum required, seek confidential treatment.
4. Protective Provisions
(when appropriate): covers employees contacted or learned about during evaluation. Typically 1–3 years. Includes direct and indirect solicitation.
