Draft NDA

Important Disclaimer

This skill produces a draft for review purposes only — not legal advice. Have a licensed attorney review before any party signs. NDAs are legally binding contracts.

Core Philosophy

A first-draft NDA exists to clarify intent and start the conversation with counsel — not to replace legal review. Write it clearly, flag what needs customization, and get it reviewed quickly. Speed matters when contractors are waiting.

When to Use

• Before sharing confidential product information with a freelancer or contractor
• When starting a partnership with a company that requires mutual confidentiality
• When an external advisor needs access to internal strategy

What to Clarify Before Drafting

1. One-way or mutual? One-way: only one party shares confidential info. Mutual: both parties share.
2. What types of information? Be specific: source code, business plans, pricing, customer lists, financial data.
3. Jurisdiction? Which country/state's laws govern the agreement.
4. Duration? How long are confidentiality obligations in force after the relationship ends (typically 2-5 years; trade secrets may be indefinite).

Workflow

1. Gather Inputs

Collect: party names and addresses, types of confidential information, jurisdiction, intended duration, one-way or mutual.

2. Draft the Core Sections

Preamble: Parties, effective date, purpose of the relationship.

Definitions — Confidential Information
List what is confidential (use the specific types provided) and what is excluded:

• Information already public at the time of disclosure
• Information independently developed by the receiving party
• Information received from a third party without confidentiality obligations

Obligations

• Receiving party must keep information confidential with the same care they use for their own confidential information (no less than reasonable care)
• Permitted uses: only for the stated business purpose
• Permitted disclosures: to employees/advisors with a need to know, who are bound by equivalent confidentiality

Exceptions (legally required disclosure)
If compelled by law or court order, receiving party must provide prompt written notice to allow the disclosing party to seek a protective order.

Term and Duration
State the duration of confidentiality obligations. Note: trade secrets may require indefinite protection — flag this for legal review. ⚠️ Legal review required.

Return or Destruction of Information
Upon request or termination: return or certify destruction of all confidential materials.

Remedies
Breach may cause irreparable harm entitling the disclosing party to injunctive relief in addition to other remedies. ⚠️ Legal review required — jurisdiction-specific.

General Provisions

• Governing law and jurisdiction ⚠️ Legal review required.
• Severability
• Entire agreement clause
• Amendments in writing only

3. Flag Clauses Needing Legal Review

Mark every section with ⚠️ that requires jurisdiction-specific language or where parties must make explicit decisions (duration, remedy language, dispute resolution).

4. Produce the Draft

Output the full NDA document in three parts: summary, full document, customization notes.

Output Format

## NDA Draft — [Party A] / [Party B]

### Summary
- Type: [One-way / Mutual]
- Parties: [A] and [B]
- Information covered: [list]
- Duration: [X years post-relationship]
- Jurisdiction: [State/Country]

### Full Agreement
[Complete NDA text with ⚠️ markers on clauses needing legal review]

### Customization Notes
- [Clause X]: [Why it needs legal review / what decision is needed]
- Next step: Legal review before signing

Antipatterns

• Skipping legal review: Even a well-structured template needs attorney review for enforceability in your specific jurisdiction.
• Vague information types: "Business information" is too broad to be enforceable. Specify what's actually confidential.
• Forgetting the exclusions: An NDA without clear exclusions (public info, independently developed) creates disputes later.
• Indefinite duration without trade secret justification: Courts may not enforce overly long confidentiality periods for non-trade-secret information.