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description: Draft a Non-Disclosure Agreement between two parties with jurisdiction-appropriate clauses argument-hint: ""

/draft-nda -- NDA Drafting

Draft a professional Non-Disclosure Agreement customized to your situation. Covers information types, jurisdiction, term, and clearly marks clauses that need legal review.

Invocation

/draft-nda Mutual NDA between our startup and a potential enterprise customer
/draft-nda One-way NDA for a freelance contractor accessing our codebase

Workflow

Step 1: Gather Context

Ask:

• Who are the parties? (company names and roles)
• Mutual or one-way NDA?
• What information is being protected? (trade secrets, code, business data, customer data)
• Jurisdiction? (state/country for governing law)
• Duration? (how long should confidentiality last)
• Any specific concerns? (non-compete, non-solicit, IP ownership)

Step 2: Draft the NDA

Apply the draft-nda skill:

Generate a complete NDA covering:

• Parties and recitals
• Definition of confidential information (with specific examples)
• Obligations of the receiving party
• Exclusions (public knowledge, independent development, etc.)
• Term and survival
• Return/destruction of materials
• Remedies
• Governing law and jurisdiction
• Standard boilerplate (severability, entire agreement, amendments)

Step 3: Deliver

## Non-Disclosure Agreement

[Full NDA text with marked sections]

### Clauses Requiring Legal Review
| Clause | Why It Needs Review | Consideration |
|--------|-------------------|--------------|

### Plain-Language Summary
[What this NDA means in simple terms for non-lawyers]

Save as markdown. Offer to export as DOCX for signing.

Notes

• This is a starting point — always recommend review by qualified legal counsel
• Mark any clause that involves significant legal risk with a ⚠️ flag
• Include plain-language annotations so non-lawyers understand what they're agreeing to
• Mutual NDAs are generally preferred — they're fairer and faster to negotiate