Prepare a clear first draft of a [NDA TYPE] non-disclosure agreement for review by a qualified lawyer. The parties are [PARTY DETAILS], and the intended discussion or business purpose is [PERMITTED PURPOSE]. The confidential information may include [INFORMATION CATEGORIES]. The governing-law and forum preference is [JURISDICTION AND DEAL CONTEXT]. Any requested commercial terms or exceptions are [SPECIAL TERMS]. Start with a short issues list identifying choices that need legal or business confirmation. Then draft the agreement with numbered clauses covering: defined parties; purpose and permitted use; a practical definition of confidential information; recipient duties and reasonable-care standard; permitted disclosure to representatives on a need-to-know basis with equivalent obligations; standard exclusions for information that is public, already known without duty, independently developed, or rightfully received from another source; legally compelled disclosure with notice where permitted; return or destruction; term of confidentiality; no license or transfer of rights; no warranty on information; remedies only where appropriate for the jurisdiction; assignment; notices; and entire-agreement language.
Make the mutual or one-way structure explicit. Do not assume a broad non-compete, non-solicit, residuals clause, ownership assignment, or injunctive-relief wording is enforceable; place any requested item in the issues list for counsel. Do not invent legal requirements, party addresses, registration details, or facts. Preserve existing contract language if I supply it and identify material changes. Return the first draft, followed by a plain-English clause checklist and a short list of questions for counsel. Before answering, check that the defined terms are used consistently and that the recipient’s obligations match the stated NDA type. Ask up to 3 clarifying questions only if a required input is missing.
Fill in
| Placeholder | What to enter | Example |
|---|---|---|
| [NDA TYPE] | State whether the NDA is mutual or one-way and who will disclose information. | Mutual NDA; both companies will share information |
| [PARTY DETAILS] | Provide each party’s legal name, entity type, jurisdiction of formation, and notice details if known. | North Pine Software LLC, a Delaware LLC, and Harbor Street Analytics Ltd., an England and Wales private limited company; addresses to be confirmed |
| [PERMITTED PURPOSE] | Describe the specific evaluation, partnership, employment, or other permitted purpose. | Evaluate a possible integration and referral partnership for mid-market customers |
| [INFORMATION CATEGORIES] | List the types of information expected to be shared, such as product plans, pricing, or customer data. | Product roadmap, API documentation, pricing strategy, security materials, and aggregate customer usage data |
| [JURISDICTION AND DEAL CONTEXT] | State the desired governing law and forum, plus any relevant transaction context. | New York law preferred; early commercial discussions with no signed services agreement |
| [SPECIAL TERMS] | List requested duration, disclosure limits, data-security needs, or clauses requiring counsel review. | Two-year confidentiality period; no personal data transfer anticipated; flag any cross-border or export-control issue for counsel |
How to use
- Collect each entity’s legal name and the narrow business purpose before pasting the prompt.
- Choose mutual only if both sides are likely to disclose meaningful confidential information.
- Have counsel confirm governing law, duration, remedies, and any non-solicit or data-handling language.
- Then send: “Compare this draft with our counsel-approved NDA and list only the substantive differences.”
Variations
NDA issue list
Use this before drafting when the commercial terms are still unclear.
Create a decision checklist for a proposed [ONE-WAY OR MUTUAL] NDA between [PARTIES] for [PURPOSE] under [PREFERRED JURISDICTION]. Information expected to be shared is [INFORMATION]. List the business and legal choices counsel should confirm, including scope, representatives, duration, return or deletion, compelled disclosure, data protection, IP, residuals, non-solicit, and remedies. Explain the practical tradeoff of each choice in plain language. Do not give jurisdiction-specific legal conclusions or invent facts. Ask up to 3 questions only if a required input is missing.
Redline review
Use this when the other side has supplied a draft NDA.
Review this proposed NDA text: [NDA TEXT]. I represent [MY PARTY], the deal purpose is [PURPOSE], and our non-negotiables are [NON-NEGOTIABLES]. Produce a business-focused red-flag table: clause, effect, risk, question for counsel, and suggested negotiation position. Pay close attention to definition scope, term, residuals, IP, non-solicit, venue, indemnity, remedies, assignment, and return or destruction. Do not claim legal enforceability or replace legal review. Ask up to 3 questions only if a required input is missing.
Disclosure protocol
Use this after an NDA is signed and information sharing begins.
Create a practical confidential-information sharing protocol for [PROJECT] between [PARTIES]. The approved NDA obligations are [KEY NDA TERMS], and the information to be shared is [INFORMATION TYPES]. Provide a checklist for labeling, access control, representative approvals, data-room permissions, meeting notes, transmission, retention, and incident escalation. Separate operational recommendations from contractual obligations and flag any item that needs legal, privacy, or security review. Do not assume tools or controls we have not named. Ask up to 3 questions only if a required input is missing.
Tips
- Define the permitted purpose narrowly enough that sharing remains tied to the actual evaluation, but not so narrowly that routine diligence becomes a breach.
- The receiving party’s existing knowledge and independent development exclusions should be documented, not assumed after a dispute arises.
- An NDA does not automatically solve privacy, security, export-control, or intellectual-property issues; route those topics to the right specialists.
- Use legal entity names, not product brands or an employee’s name, and make sure the people exchanging information are covered representatives.
FAQ
Is an AI-generated NDA legally binding?
A signed agreement can have legal effect, but enforceability and adequacy depend on the facts and jurisdiction. Have a qualified lawyer review a draft before relying on it.
Should I use a mutual or one-way NDA?
Use one-way when only one party will disclose material confidential information. Use mutual when both sides genuinely expect to share it.
Does an NDA protect ideas by itself?
It can restrict disclosure and use of qualifying confidential information, but it does not automatically assign IP, create patent rights, or cover every business risk.