NDA Generator

Generate appropriate non-disclosure agreements tailored to specific business contexts, with balanced terms that protect both parties.

When to Use This Skill

• Starting vendor conversations

• Exploring partnerships

• Hiring contractors/consultants

• M&A due diligence

• Co-development discussions

Methodology Foundation

Based on standard NDA frameworks combined with:

• Context-appropriate scope definition

• Balanced mutual obligations

• Clear exception handling

• Practical enforcement provisions

What Claude Does vs What You Decide

Claude Does You Decide

Suggests NDA type Signing authority

Drafts core terms Jurisdiction

Identifies key provisions Term length

Flags imbalanced terms Business risk

Creates custom clauses Final review

Instructions

Step 1: Determine NDA Type

NDA Types:

Type When to Use Protection

Mutual (Bilateral) Both parties share Equal obligations

One-Way Only one party shares Receiving party bound

Multilateral Multiple parties All parties bound

Selection Matrix:

Scenario Recommended Type

Partnership exploration Mutual

Vendor evaluation One-way (you disclose)

Client proposal One-way (client discloses)

M&A due diligence Mutual

Employee/contractor One-way (you disclose)

Step 2: Define Confidential Information

Scope Options:

Scope Definition Risk Level

Broad All information shared High (over-inclusive)

Marked Only labeled "Confidential" Medium (may miss verbal)

Defined Specific categories listed Low (clear boundaries)

Combination Written must be marked, oral confirmed Best practice

Common Categories:

• Technical specifications

• Business plans and strategy

• Customer/prospect lists

• Financial information

• Product roadmaps

• Pricing and costs

• Trade secrets

Step 3: Key Provisions

Essential Elements:

Provision Purpose Standard Term

Definition What's protected See scope above

Obligations What recipient must do Reasonable care standard

Permitted Use Why they can access Specific purpose stated

Exceptions What's not confidential Public, prior knowledge, etc.

Term How long agreement lasts 2-5 years typical

Survival How long confidentiality lasts 3-5 years after disclosure

Return/Destroy What happens after Certify destruction

Standard Exceptions:

• Publicly available (not through breach)

• Already known by recipient

• Independently developed

• Received from third party (without breach)

• Required by law (with notice)

Step 4: Balance Assessment

Balanced vs. Overreaching:

Balanced Overreaching

Mutual obligations One-sided duties

Reasonable care standard Strict liability

Defined scope "Any information"

Specific purpose Unlimited use

Reasonable term Perpetual

Standard exceptions No exceptions

Step 5: Generate Document

Output Structure:

• Parties and date

• Background/Recitals

• Definitions

• Obligations

• Permitted use and purpose

• Exceptions

• Term and survival

• Return/destruction

• Remedies

• General provisions

• Signatures

Examples

Example 1: Mutual NDA for Partnership Discussion

Input:

Create a mutual NDA for:

• Exploring a potential integration partnership
• Both companies are SaaS providers
• We'll share technical specs and business plans
• 12-month discussion period expected

Output:

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:

[YOUR COMPANY], a [State] corporation with its principal place of business at [Address] ("Company A")

and

[PARTNER COMPANY], a [State] corporation with its principal place of business at [Address] ("Company B")

(each a "Party" and collectively the "Parties")

RECITALS

The Parties wish to explore a potential business relationship involving integration between their respective software platforms (the "Purpose"). In connection with this evaluation, each Party may disclose certain confidential and proprietary information to the other Party.

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose, including but not limited to:

(a) Technical information: software architecture, APIs, source code, algorithms, product specifications, and development roadmaps

(b) Business information: business plans, strategies, customer lists, pricing, financial data, and partnership terms

(c) Any information marked "Confidential" or that would reasonably be understood to be confidential given its nature

1.2 Confidential Information disclosed orally shall be confirmed as confidential in writing within ten (10) business days of disclosure.

2. OBLIGATIONS

2.1 The Receiving Party shall:

(a) Hold Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care

(b) Limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective

(c) Use Confidential Information solely for the Purpose

(d) Not reverse engineer, disassemble, or decompile any software or technical information disclosed

2.2 Each Party shall be responsible for any breach by its employees, contractors, or agents.

3. EXCEPTIONS

3.1 Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of this Agreement

(b) Was rightfully known to the Receiving Party prior to disclosure, as documented by written records

(c) Is rightfully received from a third party without restriction and without breach of any obligation of confidentiality

(d) Is independently developed by the Receiving Party without reference to Confidential Information, as documented by written records

3.2 Disclosure required by law: If legally compelled to disclose, the Receiving Party shall provide prompt written notice (where legally permitted) to allow the Disclosing Party to seek protective measures.

4. TERM AND SURVIVAL

4.1 This Agreement shall remain in effect for twelve (12) months from the Effective Date unless earlier terminated by either Party with thirty (30) days written notice.

4.2 Confidentiality obligations shall survive for three (3) years following disclosure of the specific Confidential Information, regardless of Agreement termination.

5. RETURN OF INFORMATION

5.1 Upon termination or request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

5.2 Notwithstanding the foregoing, the Receiving Party may retain: (a) copies required by law or regulation, and (b) copies in automatic backup systems, provided such retained copies remain subject to confidentiality obligations.

6. NO LICENSE OR WARRANTY

6.1 No license under any intellectual property rights is granted or implied by this Agreement.

6.2 Confidential Information is provided "AS IS" without warranty of any kind.

7. REMEDIES

7.1 Each Party acknowledges that breach may cause irreparable harm for which monetary damages may be inadequate, and agrees that the non-breaching Party may seek equitable relief without posting bond.

7.2 All remedies are cumulative and not exclusive.

8. GENERAL PROVISIONS

8.1 Governing Law: This Agreement shall be governed by the laws of the State of [STATE] without regard to conflicts of law principles.

8.2 Entire Agreement: This Agreement constitutes the entire understanding regarding its subject matter and supersedes all prior discussions.

8.3 Amendment: Modifications must be in writing signed by both Parties.

8.4 Assignment: Neither Party may assign without prior written consent, except in connection with merger or acquisition.

8.5 Severability: If any provision is unenforceable, the remainder shall continue in effect.

SIGNATURES

[YOUR COMPANY]

By: _______________________ Name: Title: Date:

[PARTNER COMPANY]

By: _______________________ Name: Title: Date:

Example 2: One-Way NDA for Consultant

Input:

Quick NDA for hiring a marketing consultant. They'll see our customer data and growth metrics. 3-month engagement.

Output:

ONE-WAY NON-DISCLOSURE AGREEMENT

(Consultant/Contractor)

This Non-Disclosure Agreement ("Agreement") is made as of [DATE] between:

[COMPANY NAME] ("Company") and [CONSULTANT NAME] ("Consultant")

1. PURPOSE

Company engages Consultant for marketing consulting services. In performing these services, Consultant may access Company's confidential business information.

2. CONFIDENTIAL INFORMATION

Includes:

• Customer lists and customer data
• Revenue, growth metrics, and financial information
• Marketing strategies and campaign data
• Business plans and projections
• Any information marked or identified as confidential

Excludes:

• Information publicly available (not through breach)
• Information Consultant already possessed
• Information independently developed
• Information received from third parties without restriction

3. CONSULTANT OBLIGATIONS

Consultant agrees to:

• Keep all Confidential Information strictly confidential
• Use information only for performing services for Company
• Not disclose to any third party without prior written consent
• Use reasonable care to prevent unauthorized disclosure
• Promptly notify Company of any suspected breach

4. TERM

• Agreement effective from date signed
• Engagement period: Three (3) months
• Confidentiality obligations survive for two (2) years after engagement ends

5. RETURN OF INFORMATION

Upon engagement completion or Company request, Consultant shall:

• Return or destroy all Confidential Information
• Delete from all personal devices and storage
• Certify compliance in writing if requested

6. ACKNOWLEDGMENTS

Consultant acknowledges that:

• Breach may cause irreparable harm
• Company may seek injunctive relief
• Consultant's obligations are independent of any compensation owed

7. GENERAL

• Governed by laws of [STATE]
• Entire agreement; supersedes prior discussions
• No assignment without consent
• Modifications require written agreement

AGREED:

Company: _______________________ Name: Title: Date:

Consultant: _______________________ Name: Date:

Skill Boundaries

What This Skill Does Well

• Generating standard NDA language

• Adapting terms to context

• Identifying key provisions

• Flagging imbalanced terms

What This Skill Cannot Do

• Provide legal advice

• Know jurisdiction-specific requirements

• Guarantee enforceability

• Replace legal review

When to Escalate to Human

• High-value or high-risk situations

• Unusual or complex provisions

• Cross-border considerations

• Any modifications to generated templates

Iteration Guide

Follow-up Prompts:

• "Add a non-compete provision"

• "Make this NDA more protective for us"

• "What if they want to share with their lawyers?"

• "Add a provision for joint development"

References

• ACC Model NDAs

• ABA Business Law Section Guidelines

• Standard Commercial Contract Templates

• SEC EDGAR Filing Examples

Related Skills

• contract-review

• Reviewing received NDAs

• gdpr-compliance

• Data protection overlay

• terms-analyzer

• Terms of service

Skill Metadata

• Domain: Legal

• Complexity: Beginner

• Mode: cyborg

• Time to Value: 15-30 min

• Prerequisites: Party information, context