Nda Generator

Step 2: I'll Generate

A complete NDA with:

• Proper definitions
• Confidentiality obligations
• Standard exclusions
• Duration and termination
• Governing law

Step 3: Customize

Tell me if you need:

• Specific duration
• Additional protected categories
• Return/destruction requirements
• Specific jurisdiction

NDA Types

One-Way (Unilateral)

When to use: You're sharing confidential information, but the other party isn't.

Examples:

• Pitching to investors
• Hiring employees/contractors
• Sharing with potential vendors

Key feature: Only one party (Discloser) is protected.

Mutual (Bilateral)

When to use: Both parties will share confidential information.

Examples:

• Partnership discussions
• M&A negotiations
• Joint venture exploration
• Technical collaboration

Key feature: Both parties are bound to protect each other's information.

Key Clauses Explained

1. Definition of Confidential Information

Purpose: Define what's protected

Standard scope includes:

• Technical information (designs, code, algorithms)
• Business information (strategies, financials, customers)
• Trade secrets
• Anything marked "Confidential"

Exclusions (standard):

• Already publicly known
• Already known to recipient
• Independently developed
• Received from third party without restriction
• Required by law to disclose

2. Confidentiality Obligations

Core obligations:

• Keep information confidential
• Use only for stated purpose
• Limit access to "need to know" personnel
• Protect with reasonable care

Standard of care options:

3. Duration

Two timeframes to consider:

1. Agreement term - How long the NDA is in effect

   • Typically 1-3 years
   • Or "until purpose is complete"

2. Confidentiality period - How long info stays confidential

   • Trade secrets: "As long as they remain trade secrets"
   • Other info: 2-5 years is common

4. Return/Destruction

At termination, recipient must:

• Return all confidential materials
• Destroy all copies
• Certify destruction in writing (optional)

Exception: May retain copies required by law or for legal compliance

5. Remedies

Standard remedies:

• Injunctive relief (courts can stop disclosure)
• Damages for breach
• Attorney's fees (optional)

Templates by Situation

Investor Meeting NDA

Type: Usually one-way (startup discloses to investor) Duration: 2 years Key provisions:

• Broad definition of confidential info
• Carve-out for sharing with partners/advisors
• No obligation to enter transaction

Note: Many investors won't sign NDAs. Consider what you're comfortable sharing without one.

Contractor/Employee NDA

Type: One-way (company discloses to individual) Duration: 2-5 years post-termination Key provisions:

• Work product assignment (often combined)
• Non-solicitation (if allowed in jurisdiction)
• Return of materials upon termination

Partnership Discussion NDA

Type: Mutual Duration: 2-3 years Key provisions:

• Each party protects the other's information
• Purpose limited to evaluating partnership
• No obligation to proceed

Technical Collaboration NDA

Type: Mutual Duration: 3-5 years Key provisions:

• Detailed technical information definition
• Residual knowledge clause (controversial)
• IP ownership clarification

Output Format

# NON-DISCLOSURE AGREEMENT

**Effective Date:** [Date]

## PARTIES

**Disclosing Party:** [Name and Address]
**Receiving Party:** [Name and Address]

[Or for mutual:]
**Party A:** [Name and Address]
**Party B:** [Name and Address]

## RECITALS

WHEREAS, [purpose of sharing information]...

## AGREEMENT

### 1. Definition of Confidential Information
[Detailed definition]

### 2. Obligations of Receiving Party
[Confidentiality obligations]

### 3. Exclusions
[Standard exclusions]

### 4. Term
[Duration and termination]

### 5. Return of Materials
[Return/destruction requirements]

### 6. Remedies
[Available remedies]

### 7. General Provisions
[Miscellaneous legal provisions]

### 8. Governing Law
[Jurisdiction and choice of law]

## SIGNATURES

_________________________
[Disclosing Party Name]
Date: _______________

_________________________
[Receiving Party Name]
Date: _______________

Examples

Example 1: Investor Meeting

User: I need an NDA for a meeting with potential investors. I'm sharing our business plan and financial projections.

Me: Here's a one-way NDA for investor discussions:

Key terms I've included:

• You (Discloser) share information
• Investor (Recipient) must keep it confidential
• 2-year confidentiality period
• Investor can share with partners/advisors under same terms
• No obligation for investor to make investment

[Full NDA follows...]

Example 2: Contractor

User: Creating an NDA for a freelance developer who'll see our source code

Me: Here's a one-way NDA appropriate for contractors:

Key terms:

• Broad definition covering code, architecture, algorithms
• Work product assignment clause included
• 3-year post-termination confidentiality
• Return/destruction of all materials
• Certification requirement

[Full NDA follows...]

Jurisdiction Notes

United States

• State law governs (choose carefully)
• Non-competes often in separate agreement
• Trade secrets protected under DTSA (federal) + state laws

Common choices:

European Union

• GDPR considerations if personal data involved
• Some countries require specific language
• Enforcement varies by country

China

• Enforcement improving but varies by region
• Often combined with non-compete agreements
• Consider bilingual version for cross-border deals
• Local notarization may strengthen enforceability

United Kingdom

• Common law applies
• Reasonable duration required
• Garden leave provisions common

Common Mistakes to Avoid

1. Too broad definition - Unenforceable if everything is "confidential"
2. Unreasonable duration - Courts may not enforce 10-year terms
3. Missing exclusions - Standard exclusions protect against unfair claims
4. No purpose limitation - Should specify why info is being shared
5. Wrong jurisdiction - Choose a jurisdiction that makes sense
6. No signature blocks - Needs to be properly executed

Tips for Better Results

1. Be specific about the situation - Context matters for appropriate terms
2. Tell me the jurisdiction - Laws vary significantly
3. Specify mutual or one-way - Don't assume
4. Mention sensitive categories - Trade secrets need stronger protection
5. Ask for modifications - I can adjust any clause

Limitations

• This is a template, not legal advice
• Enforceability varies by jurisdiction
• Complex situations need attorney review
• I can't predict how courts will interpret terms
• Some provisions may not be enforceable everywhere

Languages

Works with multiple languages including English and Chinese. Just specify your preferred language when requesting an NDA.

Built by the Claude Office Skills community. Protect your confidential information!