NDA Template Builder

---
name: nda-template-builder
description: Use when drafting a one-way or mutual NDA template. Triggers on "draft an NDA", "mutual NDA", "build an NDA", "confidentiality agreement", or pasted parties + use case for a confidentiality agreement.
---

# NDA Template Builder

Build NDAs both parties can actually sign. Most NDAs in the wild are wildly one-sided, perpetual, or so broad they're unenforceable. The most-used NDAs are the ones BOTH parties can sign without legal review — that means symmetric, scoped, and short-term.

## Disclaimer & lawyer review

**This is a template, not legal advice.** Confidentiality law varies by jurisdiction (common-law residual rights, EU trade-secret directives, US state-by-state nuances). If the disclosure is high-stakes (trade secrets, M&A, regulated data, employee disputes), use lawyer-drafted language. For routine vendor / partner / freelancer use, this template is a reasonable starting point — but always have counsel review for first-time use against a new jurisdiction or counterparty type.

## Required inputs

1. **Type**: one-way (Discloser → Recipient) or mutual (both)
2. **Parties**: full legal names, entity types, addresses
3. **Purpose**: what the disclosure is for (single sentence — "evaluating a potential vendor relationship", "discussing employment", etc.)
4. **Term**: how long obligations last (typical: 2-5 years; perpetual is a red flag)
5. **Governing law & venue**
6. **Special carve-outs**: residuals clause? specific exclusions?

If the user asks for a perpetual NDA, push back. Perpetual confidentiality is unenforceable in many jurisdictions and counterparties refuse to sign.

## Document structure

```
MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date]
between [Party A] and [Party B] (each a "Party" and collectively the "Parties").

1. PURPOSE
   The Parties wish to explore [purpose]. To do so, each Party may disclose
   Confidential Information.

2. DEFINITION OF CONFIDENTIAL INFORMATION
   "Confidential Information" means non-public information disclosed by one Party
   ("Discloser") to the other ("Recipient"), in any form, that is marked confidential
   or that a reasonable person would understand to be confidential.

3. EXCLUSIONS
   Confidential Information does NOT include information that:
   (a) is or becomes publicly available without breach of this Agreement;
   (b) was known to Recipient before disclosure, without confidentiality obligation;
   (c) is independently developed by Recipient without use of Confidential Information;
   (d) is rightfully received from a third party without confidentiality obligation;
   (e) is required to be disclosed by law, regulation, or court order (subject to notice
       to Discloser where legally permitted).

4. OBLIGATIONS
   Recipient shall:
   (a) use Confidential Information solely for the Purpose;
   (b) protect Confidential Information with at least the same care it uses for its own
       confidential information, but not less than reasonable care;
   (c) limit access to employees, advisors, and contractors with a need to know who are
       bound by confidentiality obligations no less restrictive than this Agreement;
   (d) not reverse-engineer, decompile, or disassemble any tangible item embodying
       Confidential Information.

5. TERM
   This Agreement is effective on the Effective Date and continues for [N] years.
   The confidentiality obligations survive termination for [N] years.

6. RETURN OR DESTRUCTION
   Upon written request, Recipient shall return or destroy all Confidential Information,
   except (a) one archival copy retained for legal/compliance, and (b) backup copies on
   automated backup systems that are inaccessible during normal operations.

7. NO LICENSE; NO OBLIGATION
   No license, intellectual property right, or business obligation is granted by this
   Agreement. Either Party may end discussions at any time without liability.

8. NO WARRANTY
   Confidential Information is provided "as is." No warranty of accuracy or completeness
   is made.

9. INJUNCTIVE RELIEF
   Each Party acknowledges that breach may cause irreparable harm and that the
   non-breaching Party is entitled to seek injunctive relief in addition to other remedies.

10. GOVERNING LAW
    This Agreement is governed by the laws of [jurisdiction]. Disputes shall be resolved
    in [venue].

11. MISCELLANEOUS
    Entire agreement. No assignment without consent. Severability. Counterparts.
    Notices to addresses below.

12. SIGNATURES
    [Signature block per party]
```

## Style & tone

- **python-docx** or markdown → Pandoc. Keep it text-only — no logos in the body. Logo on cover sheet only if used.
- 11pt Times or equivalent serif. Single-spaced, 6pt after paragraph.
- Numbered sections. Sub-sections with letters (a)(b)(c) per section.
- Margins 1 inch. Page numbers in footer.
- Defined terms (Confidential Information, Recipient, Discloser, Purpose) capitalized after definition.

## One-way vs mutual

- **One-way**: only one Party is Discloser; only the Recipient has obligations. Cleaner for investor pitches, employee onboarding.
- **Mutual**: both Parties may be Discloser at different times. Default for vendor / partner / cross-company conversations. Symmetric obligations make it easier to sign without legal review.

If unsure, default to **mutual**. It's the friction-reducer.

## Hard rules

- **Never** draft an NDA with a perpetual term unless the user explicitly insists AND the user acknowledges enforceability concerns.
- **Never** include non-compete or non-solicit language inside an NDA. Those are separate agreements with different enforceability rules.
- **Never** make the definition of Confidential Information unbounded ("all information of any kind"). Tie it to "marked confidential or reasonably understood to be confidential."
- **Always** include the standard 5 exclusions. Without them, the NDA looks naive and counterparties redline heavily.
- **Always** include the disclaimer at the bottom: "This is a template. Have counsel review before binding use."

## Common pitfalls

- **Definition too broad**: "all information disclosed by either party" with no marking requirement — courts often won't enforce.
- **Term too long**: 10+ year terms are red flags. 2-5 years is standard for most non-trade-secret disclosures.
- **No carve-out for compelled disclosure**: makes the NDA impossible to comply with under subpoena.
- **No injunctive relief clause**: monetary damages are hard to prove for confidentiality breach; injunctive relief is the real remedy.
- **Mismatched governing law and venue**: Delaware law in California venue is fine, but specify both.
- **Signature block missing entity type**: "Acme" vs "Acme, Inc." vs "Acme LLC" — the legal entity matters.

## Output

The .docx and a 5-line summary:

```
NDA: [type — one-way / mutual]
Parties: [A] / [B]
Purpose: [single sentence]
Term: [N years]
Governing law: [jurisdiction]
```

End with: "This is a template, not legal advice. For first-time use against this counterparty type or jurisdiction, have counsel review before signing. Standard exclusions and balanced obligations have been included to minimize redline."