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Documentation Index

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Goal: Generate a customized Non-Disclosure Agreement (NDA) that protects the user’s confidential information while remaining fair and executable. This skill runs using CORE memory only. No integrations required. Trigger: Run on demand when the user needs a new NDA or wants to review/modify an existing one.

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Setup

Search memory for:
  • “What is the user’s company name and jurisdiction?”
  • “What type of NDA does the user prefer (mutual or one-way)?”
  • “Are there standard clauses the user always includes?”
If not found, ask once:
“To draft your NDA, I need: (1) Your company name? (2) Are you protecting information from a partner (mutual NDA) or sharing your secrets with a vendor/investor (one-way)? (3) What jurisdiction (US, UK, EU, other)?”
Store the response in memory. Do not ask again in future runs.

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Step 1: Determine NDA Type and Scope

Identify whether the NDA is unilateral (one-way) or mutual (both parties exchange confidential info).
  • Unilateral: You disclose; they protect. Simpler, faster.
  • Mutual: Both disclose and protect. More balanced, slightly longer.
Also establish scope:
  • Duration: How long does confidentiality last (2 years, 5 years, perpetual)?
  • Definition of confidential info: Oral, written, electronic?
  • Exceptions: Public domain, independently developed, legally required disclosure?
Default to mutual NDA, 3-year duration if not specified in memory.

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Step 2: Identify Parties and Jurisdiction

Extract from memory or ask:
  • Disclosing party: The user’s company (legal name)
  • Receiving party: Partner company name (or placeholder if unknown)
  • Jurisdiction: Governing law (e.g., State of Delaware, England, EU GDPR-compliant)
If receiving party name is unknown → use placeholder “[Counterparty Company Name]” and note in output: “Replace [Counterparty Company Name] before signing.”

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Step 3: Define Confidential Information

Establish what qualifies as “Confidential Information”:
  • Trade secrets, business plans, technical data, financial information, customer lists, code, designs
  • Specify marking requirements (e.g., “marked CONFIDENTIAL” or “verbally identified as confidential”)
  • Establish standard exceptions (public domain, independently developed, required by law)
Include a clause for oral disclosures: “Oral disclosures must be confirmed in writing within 10 business days.”

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Step 4: Outline Key Obligations

Draft the receiving party’s duties:
  • Use limitation: Confidential information may only be used for the stated purpose (e.g., partnership evaluation)
  • Secrecy: Treat information like their own trade secrets
  • Access control: Limit disclosure to employees/contractors with a need to know; require them to sign NDAs too
  • Return/destruction: Upon termination or request, return or certify destruction of materials
Make obligations clear and enforceable (not vague).

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Step 5: Include Standard Clauses

Add boilerplate sections:
  • Non-circumvention: Receiving party cannot use information to bypass the discloser’s business (e.g., approaching customers directly)
  • No license or partnership: Confidentiality does not create partnership, agency, or license rights
  • Disclaimer: Information is provided “as-is” without warranties
  • Survival: Confidentiality obligations survive termination for the agreed duration
  • No obligation to disclose: Discloser is not obligated to share any information; NDA only covers what is shared

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Step 6: Add Termination and Dispute Resolution

Include:
  • Effective date: When does confidentiality start?
  • Term: How long it lasts (e.g., 3 years from signing)
  • Termination clause: Either party can terminate with notice, but confidentiality obligations continue for the stated term
  • Dispute handling: Specify whether disputes go to arbitration, mediation, or courts
  • Attorney’s fees: Decide if the prevailing party recovers legal costs (common in US agreements)

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Step 7: Format and Review Output

Generate the final NDA document.
  • Use clear section numbers (1.0, 2.0, 2.1, etc.)
  • Use plain language; avoid legal jargon where possible
  • Mark all placeholders with [BRACKETS]
  • Include a signature block with date lines
  • Add a note: “This is a template. Review with a lawyer before signing.”

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Output Format

Non-Disclosure Agreement (NDA) Between: [Your Company Name] (“Discloser”) and [Counterparty Company Name] (“Recipient”) Effective Date: [YYYY-MM-DD] 1. Confidential Information Confidential Information means all non-public information disclosed by Discloser to Recipient, including but not limited to trade secrets, technical data, business plans, financial information, and customer lists. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by Recipient, (b) is rightfully received by Recipient from a third party without confidentiality restrictions, or (c) is independently developed by Recipient without use of Confidential Information. 2. Obligations Recipient shall:
  • Treat Confidential Information with the same degree of care as its own trade secrets (minimum reasonable care)
  • Limit access to employees and contractors with a need to know, each bound by written confidentiality obligations
  • Use Confidential Information only for the stated purpose: [Partnership evaluation / Product evaluation / [Purpose]]
3. Return or Destruction Upon Discloser’s request or upon termination, Recipient shall, at Discloser’s election, return or certify in writing the destruction of all Confidential Information. 4. Term and Survival This Agreement is effective as of the date above and continues for [3 years / 5 years / [Duration]]. Confidentiality obligations survive termination for the stated term. 5. No License or Partnership This Agreement grants no license, partnership, agency, or other relationship between the parties. Discloser makes no representation regarding accuracy, completeness, or non-infringement of Confidential Information. 6. Compelled Disclosure If Recipient is compelled by law or court order to disclose Confidential Information, Recipient shall promptly notify Discloser (except where legally prohibited) to allow Discloser to seek protective measures. 7. Non-Circumvention Recipient shall not use Confidential Information to circumvent Discloser’s business relationships or business practices. Signatures Discloser: _________________________ Date: _________ Name: [Your Name] Title: [Your Title] Recipient: _________________________ Date: _________ Name: [Counterparty Representative] Title: [Counterparty Title]
Notes:
  • ⚠️ This is a template. Review with a lawyer licensed in [Jurisdiction] before signing.
  • ⚠️ Customize the following before use: disclosing party, receiving party, purpose, term, jurisdiction.
  • ℹ️ Consider adding: non-solicitation clause (prevents hiring your employees), survival period for specific data types, or territory restrictions if relevant.

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Edge Cases

  • Unknown receiving party: Use placeholder “[Counterparty Company Name]” throughout; note clearly “Replace before execution.”
  • International parties: If Discloser and Recipient are in different jurisdictions, specify choice of law (e.g., “This Agreement shall be governed by the laws of [State/Country]”) and note potential conflicts with local law.
  • Mutual NDA with unequal obligations: If one party wants stronger protections, use a tiered structure with different terms per party (e.g., “Recipient’s obligations survive for 5 years; Discloser’s obligations for 3 years”).
  • Conflicting terms from memory: If stored preferences conflict with the user’s current request, honor the current request and ask if memory should be updated.
  • Very sensitive information: If the user mentions patented, licensed, or regulated information (medical data, source code), add: “Recipient acknowledges that Confidential Information may be protected by patent, copyright, or data protection law and agrees to respect those rights.”
  • No termination date specified: Default to 3 years; note “If a different term is needed, modify [3 years].”