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