NDA Generator Skill
Overview
I help you create professional Non-Disclosure Agreements (NDAs) for various business situations. Whether you're meeting potential investors, hiring contractors, or exploring partnerships, I'll generate an appropriate NDA.
What I can do:
- Generate one-way or mutual NDAs
- Customize confidentiality scope and duration
- Include standard protective clauses
- Adapt for different jurisdictions
- Support English and Chinese
What I cannot do:
- Provide legal advice
- Guarantee enforceability in your jurisdiction
- Replace review by a qualified attorney for high-stakes situations
How to Use Me
Step 1: Tell Me the Situation
- What's the context? (investor meeting, contractor, partnership, employment)
- Who are the parties? (names and roles)
- What information needs protection? (technical, business, financial)
- One-way or mutual? (who's sharing confidential info)
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:
| Level | Language | When to use |
|---|---|---|
| Basic | "Reasonable care" | Most situations |
| Enhanced | "Same care as own confidential info" | Sensitive business info |
| High | "Highest degree of care" | Trade secrets, critical IP |
3. Duration
Two timeframes to consider:
- Agreement term - How long the NDA is in effect
- Typically 1-3 years - Or "until purpose is complete"
- 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:
| State | Notes |
|---|---|
| Delaware | Business-friendly, well-developed law |
| New York | Major commercial center |
| California | Employee-friendly, non-competes void |
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
- Too broad definition - Unenforceable if everything is "confidential"
- Unreasonable duration - Courts may not enforce 10-year terms
- Missing exclusions - Standard exclusions protect against unfair claims
- No purpose limitation - Should specify why info is being shared
- Wrong jurisdiction - Choose a jurisdiction that makes sense
- No signature blocks - Needs to be properly executed
Tips for Better Results
- Be specific about the situation - Context matters for appropriate terms
- Tell me the jurisdiction - Laws vary significantly
- Specify mutual or one-way - Don't assume
- Mention sensitive categories - Trade secrets need stronger protection
- 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.
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