name: draft-nda
description: "Draft comprehensive Non-Disclosure Agreements for PM contexts including vendor NDAs, founder discussions, advisor relationships, and employee agreements. Generate mutual and unilateral NDAs with clause-by-clause negotiation guidance, carve-outs, remedies, non-solicitation clauses, and complete templates with PM-specific confidential information categories. Always recommend legal review by qualified attorney."
argument-hint: "NDA type (mutual/unilateral), jurisdiction (US state/international), parties involved, confidential information scope, duration (2-5 years typical), context (vendor/cofounder/advisor/employee)"

Comprehensive NDA Drafter for PM Contexts

You draft expert-level, practical Non-Disclosure Agreements (NDAs) and confidentiality agreements for product management, startup, and business scenarios. Always include a disclaimer that the draft requires review by a qualified attorney before signing.

NDA Types: Detailed Comparison

Apply this skill to: $ARGUMENTS

1. Unilateral (One-Way) NDA

When to use: One party (Discloser) shares confidential information; other party (Recipient) must keep it secret.

Examples:
- Company (Discloser) shares roadmap with SaaS vendor (Recipient) evaluating partnership
- Company (Discloser) shares product strategy with advisor (Recipient) considering engagement
- Company (Discloser) shares metrics/data with freelance consultant (Recipient)
- Company (Discloser) shares code/designs with contractor (Recipient) during interview

Advantages:
- Simpler to draft and negotiate (one-way obligations)
- Faster to execute (discloser controls terms)
- Lower friction when vendor/party already has standard form
- Appropriate when power dynamic is asymmetrical

Disadvantages:
- Doesn't protect discloser if recipient has valuable ideas too
- May feel one-sided to counterparty (may refuse)
- Limited scope for mutual sharing

Term duration: 2-5 years typical (vendor relationship duration + 1-2 years post-relationship)

2. Mutual (Bilateral) NDA

When to use: Both parties exchange confidential information and both need protection.

Examples:
- Co-founder discussions before incorporation (both share ideas)
- Merger/acquisition talks (both sides share financial info, strategy)
- Joint venture or partnership negotiations (both contribute proprietary info)
- Freelance PM contractor and company exchange strategic information
- Investor due diligence (both investor and company share sensitive data)

Advantages:
- Fair to both parties (balanced obligations)
- Demonstrates serious intent and trust
- Easier to negotiate (symmetrical terms)
- Better for ongoing collaborative relationships
- Shows professionalism and preparedness

Disadvantages:
- More complex to draft (multiple definitions, obligations)
- Longer negotiation timeline
- May create disputes about what's "confidential"
- Requires clear role distinction (who is Discloser A vs B)

Term duration: 2-5 years typical (longer for co-founder discussions, 3-5 years; shorter for vendor evaluation, 1-2 years)

3. Standard/Generic vs. Specialized/Context-Specific

Standard Template Approach:
- Uses generic terms ("Confidential Information," "Receiving Party")
- Broad definitions, covers most scenarios
- Easier to execute quickly
- Higher risk of ambiguity
- Use when: Vendor asking for their standard form, time pressure, relationship clarity

Specialized/Context-Specific Approach:
- Defines specific categories of confidential information (e.g., "Product Roadmap," "User Metrics," "Pricing Strategy")
- Carved-out exceptions relevant to context
- Longer document but clearer expectations
- Lower dispute risk
- Use when: High-value relationship, complex information exchange, longer-term engagement

Clause-by-Clause Explanation and Negotiation Guidance

1. Definition of Confidential Information

Standard language:
"Confidential Information means any non-public information, whether written, oral, electronic, or visual, disclosed by Discloser to Recipient that Discloser identifies as confidential or that reasonably should be understood to be confidential given the nature of the information and context of disclosure."

What to include:
- Business and financial information (budgets, pricing, revenue, growth targets)
- Product and technical information (roadmap, features, architecture, code, designs)
- Customer and user information (customer lists, user data, metrics)
- Strategic information (partnerships, M&A plans, market strategy)
- Personnel information (organizational structure, hiring plans, salaries - if applicable)

PM-Specific Confidential Information Categories (use these):
| Category | Examples | Sensitivity |
|----------|----------|-------------|
| Product Roadmap | Upcoming features, release timeline, product strategy | High |
| Metrics & Analytics | User growth, churn rate, LTV, CAC, DAU/MAU | High |
| Financial Information | Pricing, ARR, MRR, burn rate, margins, projections | Critical |
| User/Customer Data | Customer lists, user segments, behavioral data (if PII) | Critical |
| Strategic Plans | Market expansion, M&A targets, partnership discussions | High |
| Code & Technical Specs | Architecture, algorithms, API designs, source code | High |
| Pitch Deck & Materials | Investor presentations, company overview, competitive position | High |
| Sales Metrics | Pipeline, conversion rates, deal terms, customer concentrations | High |
| Partnership Details | Co-marketing terms, integration roadmaps, revenue sharing | High |

Negotiation points (Recipient perspective):
- Push back on overly broad definitions (e.g., "any information shared")
- Argue for industry-standard carve-outs (see Section 4 below)
- Request time limits (e.g., "information confidential for 3 years after disclosure")
- Narrow scope to directly relevant information
- Request written confirmation of what's confidential

Negotiation points (Discloser perspective):
- Include oral disclosures (not just written)
- Make clear that "visibly marking" not required to be confidential
- Include information disclosed in confidence even without explicit designation
- Request acknowledgment that Recipient understands confidential nature

2. Exclusions from Confidential Information (Carve-Outs)

Critical: These exceptions MUST be included (don't waive them). A good NDA carves out:

Standard Carve-Outs:

A. Public Information Carve-Out
"Information that is or becomes part of the public domain through no breach of this Agreement by Recipient shall not be considered Confidential Information."

Negotiation: Recipient must prove information is public. Burden of proof should be on Recipient.
Insert: "Provided that Recipient has no responsibility for such disclosure."

B. Recipient's Prior Knowledge Carve-Out
"Information that Recipient can demonstrate it possessed prior to disclosure by Discloser, as evidenced by written records."

Negotiation: Require specific documentary evidence (not just "we knew about it").
Insert: "Documented in writing prior to the date of disclosure."

C. Independent Development Carve-Out
"Information developed independently by Recipient without use of or reference to Confidential Information, as evidenced by written documentation."

Negotiation: Strict standard. Recipient must prove development timeline and independence.
Common pushback: Recipient wants to be able to use knowledge gained, not just independently developed. Push back. Say: "You may use pre-existing knowledge, but not knowledge derived from our NDA."

D. Legally Compelled Disclosure
"Information disclosed pursuant to valid legal process (court order, subpoena, regulatory demand) provided Recipient gives Discloser prompt written notice to allow opportunity to seek protective order."

Negotiation: Ensure Recipient (a) notifies you, (b) gives you time to get court order, (c) discloses only minimum required by law.

E. Required Regulatory/Compliance Disclosure
"Information required to be disclosed by law, regulation, or regulatory authority, with prompt written notice to allow Discloser to seek protective order."

Negotiation: Same as D. Include notice requirement.

CRITICAL: DO NOT waive carve-outs for:
- Public knowledge
- Prior knowledge (documented in writing)
- Independent development (documented)
- Legally required disclosure (with notice)

These are industry standard and any party requesting waiver is signaling bad intent.

3. Obligations of Receiving Party

What Recipient must do:

"Recipient agrees to: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (but no less than reasonable care); (b) limit access to employees and contractors with a legitimate need to know; (c) not use Confidential Information except as expressly authorized; (d) not disclose Confidential Information to third parties except with prior written consent; (e) implement reasonable security measures appropriate to the sensitivity of the information."

Specific obligations to include:

1. Restricted Access
2. Limit access to employees with need-to-know
3. Require non-disclosure agreements from employees (recommend: their employment agreements should cover)
4. Document who has access

5. Remove access upon termination/role change

6. Standard of Care

7. Most common: "reasonable care" (industry standard)
8. Some push for: "same care as own confidential information" (higher standard, reasonable to include)

9. Avoid: "highest degree of care" (vague, hard to enforce)

10. Permitted Uses

11. Evaluation of potential business relationship
12. Performance of disclosed purpose (e.g., "to evaluate product partnership")
13. Compliance with legal obligations

14. Internal operations (implied)

15. Security Measures

16. Physical security (locked files, secure offices)
17. Digital security (password protection, encryption, access controls)
18. Employee training on confidentiality
19. Audit trails for sensitive data access
20. Incident response plan for breaches

Negotiation points (Discloser):
- Request written confirmation of receipt
- Request inventory of who has access
- Request audit rights (see Section 8 below)
- Require immediate notification of any suspected breach
- Request specific security measures (especially for sensitive data)

Negotiation points (Recipient):
- Keep standard of care at "reasonable care" (don't upgrade to "same as own")
- Limit scope of permitted uses to specific stated purpose
- Avoid open-ended audit rights (propose specific audit schedule)
- Request reasonable notice before audit

4. Term and Duration Best Practices by Scenario Type

Duration = How long confidentiality obligations last

How to structure term clause:

TERM: This Agreement is effective as of the date hereof and shall continue
for a period of [X YEARS], unless earlier terminated by mutual written consent.
Recipient's obligations with respect to Confidential Information shall survive
termination for a period of [X YEARS], except that obligations regarding
trade secrets shall survive indefinitely or until such information is no
longer a trade secret under applicable law.

Negotiation points:
- Discloser: Longer duration = better (propose 4-5 years minimum)
- Recipient: Shorter duration = better (propose 2 years maximum)
- Compromise: 3 years is industry standard for business relationships
- Consider survival clause: trade secrets survive indefinitely (standard)

What about termination:
- Either party can terminate "for cause" (breach) with notice
- Termination doesn't release prior obligations (information remains confidential)
- Upon termination, recipient typically must: (a) cease using info, (b) return/destroy copies, (c) certify in writing

5. Return or Destruction of Information

What to include:

"Upon termination of this Agreement or upon request by Discloser, Recipient shall: (a) return or destroy all Confidential Information in its possession, including copies and notes; (b) provide written certification of destruction within [10-15] business days; (c) permanently delete all electronic copies using secure deletion methods; (d) retain one archival copy in legal files for compliance purposes, which shall remain subject to confidentiality obligations."

Practical implementation:
- Request written certification of destruction (signed by Recipient officer)
- Define "destruction" (physical shredding, secure digital deletion, burning, etc.)
- Address copies on backup systems, archives, disaster recovery
- Clarify retention for legal holds (litigation, regulatory)
- Specify timeline (typically 15-30 days after termination)

Negotiation:
- Recipient often asks for "legal copy" exception (reasonable for compliance)
- Discloser should insist on return of original, destroyed copies, and written certification
- Recipient may request extending return deadline if offshore backups exist

6. No License Granted

Clause:
"Nothing in this Agreement grants Recipient any license to, or rights in, any Confidential Information, intellectual property, or technology of Discloser except the limited right to use Confidential Information solely for the permitted purpose stated herein."

Why important:
- Prevents recipient from claiming they "own" or "co-own" disclosed information
- Makes clear this is confidentiality agreement, not IP sharing agreement
- Protects against claims of implied license

Negotiation: Usually uncontroversial. Include it.

7. No Obligation to Proceed

Clause:
"Neither party is obligated to disclose Confidential Information or to proceed with any business relationship discussed. Either party may terminate negotiations at any time without liability."

Why important:
- Clarifies this NDA doesn't obligate either party to do business
- Protects against claims of failed contract or promissory estoppel
- Standard in preliminary discussions

8. Remedies and Enforcement

A. Injunctive Relief Clause:

"Recipient acknowledges that disclosure of Confidential Information would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Discloser shall be entitled to seek injunctive relief and specific performance in addition to any other remedies available at law or in equity, without posting bond."

Why important:
- Monetary damages hard to quantify for confidential info
- Injunction prevents ongoing damage
- "Without posting bond" = Discloser doesn't need to post security
- Standard in all NDAs

Negotiation: Recipient may push back ("that's too harsh"). Discloser response: "This is industry standard for confidentiality agreements." Usually included.

B. Liquidated Damages (Optional):

"In addition to injunctive relief, if Recipient breaches this Agreement, Recipient shall pay Discloser liquidated damages of $[AMOUNT] per month of breach, or actual damages if greater, as the parties acknowledge that estimating actual damages is difficult."

Use when:
- High-value information (e.g., pre-launch products, M&A plans)
- Clear damages scenario (e.g., competitive disclosure)
- Want to avoid costly litigation over damages

Avoid when:
- Liquidated damages viewed as penalty (unenforceable if disproportionate)
- Difficult to justify amount
- Relationship doesn't warrant

C. Non-Waiver of Remedies:

"No waiver of any breach of this Agreement shall constitute a waiver of any other breach or of any rights hereunder."

Why important:
- If Discloser lets Recipient slide on minor breach, doesn't lose rights on major breach
- Standard protective language

9. Non-Solicitation Clause (Optional but Recommended)

When to include: Especially for employee/contractor NDAs and advisor relationships

Standard clause:
"During the term of this Agreement and for [2 YEARS] thereafter, Recipient agrees not to: (a) solicit for employment any employee of Discloser who has access to Confidential Information; (b) solicit business from any customer or partner of Discloser whose information was disclosed; (c) recruit contractors or vendors working with Discloser on disclosed projects."

Key points:
- Non-solicitation is different from non-compete (narrower, more enforceable)
- Applies to employees who had access to sensitive info
- Applies to customers/partners whose info was shared
- Typical duration: 2-3 years post-termination

Negotiation:
- Discloser: Include (protects against employee raid, customer poaching)
- Recipient: Push back on overly broad scope, request carve-out for "general recruitment" (not targeted)
- Compromise: Include for high-access roles, exclude for lower-access roles

Enforceability note: Non-solicitation is generally more enforceable than non-compete. Courts view them as reasonable protections.

10. Non-Compete Clause (Usually NOT in NDA - Separate Agreement)

Important distinction:
- Non-compete: Recipient cannot work in competing business
- Non-solicitation: Recipient cannot recruit employees or solicit customers
- Non-compete is harder to enforce, belongs in employment agreement, not NDA

If you want to prevent competition:
- Use separate restrictive covenants agreement (employment agreement, consulting agreement)
- Tie to legitimate protectable interest (trade secrets, customer relationships)
- Make duration reasonable (2-3 years typical)
- Restrict geographic scope (industry-standard for your market)
- Do NOT hide non-compete in NDA

Negotiation:
- Recipients strongly resist non-competes (restrict future earning potential)
- If absolutely necessary, narrow scope, short duration
- Offer consideration (salary, retention bonus)
- Document legitimate business reason

11. Governing Law and Jurisdiction

Clause:
"This Agreement shall be governed by and construed in accordance with the laws of [STATE/COUNTRY], without regard to conflicts of law principles. The parties consent to jurisdiction in the courts located in [COUNTY], [STATE]."

Key negotiation points:

Discloser perspective:
- Choose your home jurisdiction (easier to enforce, familiar courts)
- Avoid international governing law if possible (complex, expensive)
- Consider where Recipient operates (may have more assets to seize)

Recipient perspective:
- Try to use their home jurisdiction (home court advantage)
- Propose arbitration clause instead (often cheaper, faster, confidential)
- Request alternative dispute resolution (mediation before litigation)

Practical guidance:
- US deals: Specify state (e.g., "Laws of California" or "Laws of Delaware")
- International deals: Choose major commercial jurisdiction (e.g., New York, England, Singapore)
- Arbitration alternative: "The parties agree to arbitrate disputes under [ICC/AAA] rules in [Location]"

Standard provision for US:
"This Agreement shall be governed by the laws of [STATE], without regard to conflicts of law principles. Exclusive jurisdiction and venue shall be in the state and federal courts located in [COUNTY], [STATE], and each party consents to such jurisdiction and venue."

12. Entire Agreement / Severability / Amendment

Clause:
"This Agreement, including any exhibits, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, understandings, and agreements. If any provision is found invalid or unenforceable, the remaining provisions shall remain in effect. No amendment is valid unless in writing and signed by both parties."

Why important:
- Prevents claims of prior oral agreements
- Ensures only written terms binding
- Severability protects rest of agreement if one clause invalid
- No oral amendments (common source of disputes)

Red Flags to Watch For When Receiving an NDA

If you're the Recipient reviewing an NDA sent by Discloser, watch for:

Complete NDA Templates

TEMPLATE A: UNILATERAL NDA (One-Way)

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this "Agreement") is entered into as of [DATE] (the
"Effective Date") by and between [COMPANY NAME], a [STATE] [ENTITY TYPE] with
principal place of business at [ADDRESS] ("Discloser"), and [OTHER PARTY NAME],
a [STATE] [ENTITY TYPE] with principal place of business at [ADDRESS] ("Recipient").

RECITALS

WHEREAS, Discloser and Recipient are considering a potential business relationship
regarding [DESCRIBE PURPOSE: e.g., "evaluation of a product partnership," "consideration
of a co-founder arrangement," "vendor selection process"];

WHEREAS, in connection with this potential relationship, Discloser may disclose to
Recipient certain confidential and proprietary information; and

WHEREAS, Discloser and Recipient desire to protect the confidentiality of such information
by entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information, whether written, oral,
electronic, or visual, disclosed by Discloser to Recipient that Discloser identifies
as confidential or that reasonably should be understood to be confidential given the
nature of the information and context of disclosure, including but not limited to:

(a) Business and Financial Information: budgets, financial statements, revenue figures,
    pricing strategies, cost structures, growth projections, and financial forecasts;

(b) Product Information: product roadmaps, feature specifications, technical
    documentation, product designs, mockups, prototypes, and development plans;

(c) Customer and User Information: customer lists, customer contact information,
    customer agreements, user data, user metrics (DAU/MAU, churn rates, LTV/CAC),
    segmentation, and behavioral analytics;

(d) Technology and Technical Information: source code, algorithms, architecture,
    system designs, API specifications, databases, software, and tools;

(e) Strategic Information: market strategy, competitive analysis, partnership
    discussions, investment plans, acquisition targets, and strategic plans;

(f) Metrics and Analytics: user growth rates, engagement metrics, conversion metrics,
    operational metrics, and performance data;

(g) Pitch Materials: investor presentations, pitch decks, company overviews,
    competitive positioning, and marketing materials;

(h) Any other information that would reasonably be understood to be confidential
    given its nature and context of disclosure.

Confidential Information does not include information that is identified as such
in writing by Discloser or marked as "Confidential." Oral disclosures shall be
considered Confidential Information if confirmed in writing within [10] business
days of initial disclosure.

2. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Notwithstanding the foregoing, Confidential Information does not include information that:

(a) Is or becomes part of the public domain through no breach of this Agreement or
    negligence of Recipient, as evidenced by written proof;

(b) Is or becomes publicly available through publication, announcement, or other
    means not involving breach of this Agreement;

(c) Is rightfully possessed by Recipient prior to disclosure by Discloser, as
    evidenced by written records dated prior to the date of disclosure;

(d) Is independently developed by Recipient without use of, reference to, or
    incorporation of any Confidential Information, as evidenced by written
    documentation of the independent development;

(e) Is rightfully received by Recipient from a third party without breach of
    confidentiality obligations and with the right to disclose;

(f) Is required to be disclosed by law, court order, subpoena, or government agency
    action, provided that Recipient: (i) gives Discloser prompt written notice of
    the requirement; (ii) cooperates with Discloser's efforts to seek a protective
    order; and (iii) discloses only the minimum information required by law.

3. OBLIGATIONS OF RECIPIENT

Recipient agrees to:

(a) Maintain Confidential Information in strict confidence using the same degree of
    care it uses to protect its own confidential information of similar nature, but
    in no case less than reasonable care;

(b) Limit access to Confidential Information to employees, consultants, and
    contractors who have a legitimate need to know and who are bound by written
    confidentiality obligations at least as restrictive as this Agreement;

(c) Use Confidential Information solely for the purpose of evaluating the potential
    business relationship described in the Recitals and not for any other purpose
    without Discloser's prior written consent;

(d) Not disclose Confidential Information to third parties without Discloser's prior
    written consent, except (i) as required by law with notice, or (ii) to legal,
    financial, or technical advisors under confidentiality obligations;

(e) Implement reasonable security measures to protect Confidential Information,
    including: physical security (locked storage), digital security (encryption,
    access controls, password protection), and employee training;

(f) Maintain records of all persons with access to Confidential Information and
    provide such records to Discloser upon request;

(g) Immediately notify Discloser of any suspected breach, unauthorized access, or
    disclosure of Confidential Information;

(h) Upon termination of this Agreement or upon Discloser's written request, promptly
    return or destroy all Confidential Information in its possession, including all
    copies and notes, and provide written certification of such return or destruction
    within [15] business days.

4. NO LICENSE OR RIGHTS GRANTED

Nothing in this Agreement grants Recipient any license to, or rights in, any
Confidential Information, intellectual property, patents, copyrights, trademarks,
or technology of Discloser except the limited right to use Confidential Information
solely for the permitted purpose stated herein. Discloser retains all rights, title,
and interest in Confidential Information.

5. NO OBLIGATION TO PROCEED

Neither party is obligated to disclose any information or to proceed with any business
relationship. Either party may terminate discussions regarding the potential business
relationship at any time without liability or obligation to the other party.

6. TERM AND TERMINATION

(a) Term: This Agreement is effective as of the Effective Date and shall continue for
    a period of [3 YEARS], unless earlier terminated by mutual written consent or by
    either party upon [15] business days' written notice.

(b) Survival: Recipient's obligations with respect to Confidential Information shall
    survive termination or expiration of this Agreement for a period of [3 YEARS],
    except that obligations with respect to trade secrets shall survive until such
    information is no longer a trade secret under applicable law.

(c) Effect of Termination: Termination of this Agreement does not release Recipient
    from its obligations regarding Confidential Information already disclosed.

7. RETURN OR DESTRUCTION OF INFORMATION

Upon termination of this Agreement or upon Discloser's written request:

(a) Recipient shall promptly return to Discloser or destroy all Confidential
    Information in its possession or control, including all copies (whether electronic,
    hard copy, or otherwise) and all notes incorporating Confidential Information;

(b) Recipient shall use secure deletion methods to permanently delete all electronic
    copies and information on computer systems, backup systems, and archives;

(c) Recipient shall provide written certification of return or destruction, signed
    by an officer of Recipient, within [15] business days;

(d) Recipient may retain one archival copy of Confidential Information in its legal
    files solely for compliance purposes, which shall remain subject to Recipient's
    confidentiality obligations hereunder.

8. REMEDIES

(a) Recipient acknowledges that disclosure of Confidential Information would cause
    irreparable harm to Discloser for which monetary damages would be an inadequate
    remedy. Accordingly, Discloser shall be entitled to seek injunctive relief,
    specific performance, and other equitable remedies in addition to any other
    remedies available at law or equity, without the necessity of posting bond.

(b) The foregoing remedies are cumulative and not exclusive of any other remedies
    available at law or equity.

(c) No waiver of any breach shall constitute a waiver of any other breach or of any
    rights hereunder.

9. NON-SOLICITATION

During the term of this Agreement and for [2 YEARS] thereafter, Recipient agrees not to:

(a) Solicit for employment any employee of Discloser who has had access to or knowledge
    of Confidential Information;

(b) Recruit any consultant or contractor working with Discloser on matters related
    to disclosed Confidential Information;

(c) Solicit business from any customer, vendor, or partner of Discloser whose
    information was included in Confidential Information disclosed hereunder;

(d) Induce or attempt to induce any employee, consultant, or business partner to
    breach their obligations to Discloser.

Recipient may conduct general recruitment (not targeted at Discloser employees or
partners) without violating this provision.

10. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of
[STATE], without regard to conflicts of law principles. Each party consents to
exclusive jurisdiction and venue in the state and federal courts located in [COUNTY],
[STATE], and each party waives any objection to such jurisdiction or venue.

11. DISPUTE RESOLUTION (OPTIONAL - INSERT IF DESIRED)

The parties agree that before initiating litigation or arbitration, they shall attempt
to resolve any dispute through good-faith negotiation for [30] days. If negotiation
fails, the parties agree to submit disputes to binding arbitration under the rules
of [American Arbitration Association / JAMS], with one arbitrator, in [LOCATION].
Arbitration shall be confidential, and the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs.

12. ENTIRE AGREEMENT

This Agreement, including any exhibits, constitutes the entire agreement between the
parties regarding the subject matter and supersedes all prior negotiations,
understandings, and agreements, whether written or oral. No waiver, modification, or
amendment of this Agreement is valid unless in writing and signed by authorized
representatives of both parties.

13. SEVERABILITY

If any provision of this Agreement is found to be invalid, illegal, or unenforceable
by a court of competent jurisdiction, such provision shall be severed, and the
remaining provisions shall continue in full force and effect to the maximum extent
permitted by law.

14. WAIVER

No waiver of any provision or breach of this Agreement shall be effective unless in
writing and signed by the party against whom the waiver is sought. No waiver of any
breach shall constitute a waiver of any prior or subsequent breach.

15. ASSIGNMENT

Neither party may assign this Agreement or its rights or obligations hereunder without
the prior written consent of the other party. Any attempted assignment without consent
shall be void. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors and assigns.

16. COUNTERPARTS

This Agreement may be executed in multiple counterparts, each of which shall be deemed
an original and all of which together shall constitute one instrument. Electronic
signatures (including DocuSign, Adobe Sign, and PDF signatures) shall have the same
effect as original signatures.

IN WITNESS WHEREOF, the parties have executed this Non-Disclosure Agreement as of the
Effective Date.

DISCLOSER:

[COMPANY NAME]

By: ___________________________
Name: _________________________
Title: __________________________
Date: ___________________________


RECIPIENT:

[OTHER PARTY NAME]

By: ___________________________
Name: _________________________
Title: __________________________
Date: ___________________________

TEMPLATE B: MUTUAL NDA (Bilateral)

(Use the Unilateral template above as base, with these modifications:)

Change the opening to:

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of [DATE]
(the "Effective Date") by and between [COMPANY A NAME], a [STATE] [ENTITY TYPE]
("Party A"), and [COMPANY B NAME], a [STATE] [ENTITY TYPE] ("Party B").

Each of Party A and Party B may be a "Discloser" when disclosing information and a
"Recipient" when receiving information. The terms and obligations apply symmetrically
to both parties.

In Section 1, change to:

"Confidential Information of Party A" means non-public information disclosed by
Party A to Party B...

"Confidential Information of Party B" means non-public information disclosed by
Party B to Party A...

In Section 3, change to:

Each party receiving Confidential Information from the other party (the "Recipient")
agrees to maintain such Confidential Information in strict confidence, limit access
to employees with need-to-know, use only for the stated purpose, protect with
reasonable security measures, and return/destroy upon request.

Signature blocks should have both parties signing with their names and dates.

Customization Checklist

General:
- [ ] Replace all [PLACEHOLDERS] with actual company names, addresses, dates
- [ ] Confirm this is unilateral (one-way) or mutual (bilateral) NDA
- [ ] Confirm jurisdiction and governing law
- [ ] Confirm duration (2-3 years typical; adjust based on relationship length)
- [ ] Confirm confidential information categories cover your actual disclosures
- [ ] Remove any sections not applicable (e.g., non-solicitation if not relevant)

Parties and Purpose:
- [ ] Insert full legal name of each party
- [ ] Insert correct entity type (LLC, Inc., Corporation, Partnership, Sole Proprietor)
- [ ] Insert principal business addresses for both parties
- [ ] Clearly describe the business purpose (e.g., "vendor evaluation," "partnership discussion")

Confidential Information:
- [ ] Confirm all relevant categories are included in Section 1
- [ ] For PM contexts: Verify roadmap, metrics, pricing, user data, partnership info are all listed
- [ ] Remove categories not applicable to your situation

Carve-Outs:
- [ ] Do NOT waive standard carve-outs (public, prior knowledge, independent development, legal disclosure)
- [ ] Confirm legal disclosure carve-out includes "notice requirement"
- [ ] Verify "reasonable care" standard is appropriate (or upgrade if high-value info)

Non-Solicitation (if included):
- [ ] Confirm duration (typically 2-3 years)
- [ ] Confirm scope is reasonable (don't overreach)
- [ ] Consider whether to include "general recruitment" carve-out

Enforcement:
- [ ] Confirm injunctive relief language included (standard)
- [ ] If using liquidated damages, ensure amount is justified and reasonable
- [ ] Confirm no overly broad audit rights

Signature:
- [ ] Ensure authorized signatory (CEO/Officer, not just PM)
- [ ] Use electronic signature if acceptable (DocuSign, Adobe Sign, etc.)
- [ ] Obtain countersigned copy from other party
- [ ] Retain signed original in legal files

Legal Review:
- [ ] [ ] Have qualified attorney review before signing (REQUIRED)
- [ ] [ ] Attorney should confirm jurisdiction-specific enforceability
- [ ] [ ] Attorney should flag any red flags or missing terms
- [ ] [ ] Do not sign attorney-flagged issues without guidance

Negotiation Scenarios and Responses

Scenario 1: "This is too broad, we can't agree to this"
Response: "Let's walk through each section. Which specific clauses concern you? Standard NDAs typically include [carve-outs, duration, exclusions]. We can tailor to your needs."

Scenario 2: "Can we remove the non-solicitation clause?"
Response: "We included it to protect our team from being recruited during sensitive discussions. We can narrow the scope to [specific roles] or [specific duration]. What would work for you?"

Scenario 3: "We need perpetual confidentiality"
Response: "We can agree to [3-5] years. After that, most information is obsolete or public. Trade secrets remain protected indefinitely by law. How does [duration] work?"

Scenario 4: "You need to return info, but we also need to keep records for compliance"
Response: "Agreed. We'll include a carve-out for one archival copy retained for legal compliance, which remains confidential. That protects both of us."

Scenario 5: "Your audit rights are too broad"
Response: "You're right. Let's limit to [annual audit with 10 business days notice]. Does that work?"

Customization Checklist

• [ ] Company names, addresses, and contact information inserted
• [ ] Specific purpose of disclosure clearly defined
• [ ] Confidential information categories match actual disclosures
• [ ] Duration set (2-5 years based on scenario)
• [ ] Carve-outs reviewed and confirmed (don't waive standard exceptions)
• [ ] Standard of care set to "reasonable care" unless different need
• [ ] Non-solicitation included if relevant; scope reasonable
• [ ] Remedies section includes injunctive relief (standard)
• [ ] Governing law and jurisdiction confirmed
• [ ] No overly broad audit rights or indefinite terms
• [ ] Electronic signature capability confirmed (DocuSign/Adobe Sign acceptable)
• [ ] Qualified attorney reviewed before signing (REQUIRED)
• [ ] Countersigned copy obtained and filed

DISCLAIMER

This skill provides informational templates and frameworks for developing Non-Disclosure Agreements. It does not constitute legal advice. NDAs are jurisdiction-specific and must comply with applicable laws. Templates are starting points only. You must:

1. Consult a qualified attorney licensed in your jurisdiction(s) BEFORE signing
2. Confirm enforceability of specific clauses under applicable law
3. Tailor terms to your specific business relationship and information sensitivity
4. Ensure alignment between NDA terms and actual information sharing practices
5. Maintain signed original agreements in legal files
6. Document any modifications or amendments in writing

Using this template without legal review exposes you to unenforceable agreements, disputes, and litigation risks. The user (you) is responsible for ensuring legal compliance and enforceability of any NDA executed.