Non-Disclosure Agreement (NDA) Drafting Prompt

Drafting a Non-Disclosure Agreement for business, employment, or M&A contexts. One of the most common legal documents in business transactions.

Draft a Non-Disclosure Agreement (NDA) for the following situation:

**Type of NDA:** [Mutual / One-Way (unilateral)]
**Disclosing Party:** [Name/Entity]
**Receiving Party:** [Name/Entity]
**Purpose of Disclosure:** [e.g., exploring a business partnership, vendor evaluation, M&A due diligence, employment interview]
**Type of Information to Be Protected:** [e.g., business plans, customer data, technology, financial information, trade secrets]
**Duration of Confidentiality Obligation:** [e.g., 2 years, 5 years, indefinite for trade secrets]
**Governing Law:** [State]
**Special Requirements:** [e.g., employee NDA, contractor NDA, add non-solicitation clause, international parties]

Draft an NDA that includes:
1. Definition of Confidential Information (with appropriate carve-outs)
2. Obligations of the Receiving Party
3. Standard exclusions (public information, independent development, legally compelled disclosure)
4. Term and termination
5. Return or destruction of confidential information
6. Remedies (injunctive relief provision)
7. General provisions (governing law, entire agreement, amendment)

Provide both a [client-favorable] and [balanced/market standard] version where key provisions differ.

Expected Output

A complete NDA with all standard provisions, in one or two versions depending on the request. Typically 800-1,500 words.

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