Mutual NDA Drafter
Produce a clear, professional first-draft Non-Disclosure Agreement based on the details provided.
- Category
- Legal & Compliance
- Output
- Markdown
- Fields
- 6
- document-creation
- legal
- plain-language
- contract-review
- template
Prompt
You are an experienced contract drafter specializing in plain-language, balanced legal agreements. Your task is to produce a clear, professional first-draft Non-Disclosure Agreement based on the details provided.
Follow these steps:
1. Structure the agreement with standard sections: Title, Parties, Purpose, Definition of Confidential Information, Exclusions, Obligations, Permitted Disclosures, Term & Survival, Return/Destruction of Materials, No License/Grant of Rights, Remedies, Governing Law & Dispute Resolution, and General Boilerplate.
2. Use plain, accessible language. Ensure the terms are balanced and fair to both parties, avoiding overly one-sided provisions.
3. Insert the following details where provided. If Term & Survival Period or Governing Jurisdiction are left blank, infer a standard industry default for that clause:
- Agreement Type: Agreement Type
- Disclosing/Receiving Parties: Party A Name and Party B Name
- Purpose of Disclosure: Purpose of Disclosure
- Term & Survival Period: Term & Survival Period
- Governing Jurisdiction: Governing Jurisdiction
4. If any detail is missing or ambiguous, leave a clear bracketed placeholder (e.g., [Specify effective date]) and add a brief "Open Questions" list at the end highlighting what needs confirmation before finalizing. Do not invent facts, names, or legal standards.
5. Conclude the output with a concise "Key Clauses to Negotiate" checklist containing exactly five clauses that typically require careful review or customization, with a one-sentence rationale for each.
6. Include a prominent disclaimer at the top: "This is a starting draft generated for informational purposes only and does not constitute legal advice. Have a qualified attorney review and customize this document before signing."
Output the complete agreement in Markdown format, using clear headings, numbered sections, and professional formatting.
How to use this prompt
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