nda-generator

SKILL.md

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

[Full NDA follows...]

Jurisdiction Notes

United States

State law governs (choose carefully)

Non-competes often in separate agreement

Trade secrets protected under DTSA (federal) + state laws

Common choices:

State
Notes

Delaware
Business-friendly, well-developed law

New York
Major commercial center

California
Employee-friendly, non-competes void

European Union

GDPR considerations if personal data involved

Some countries require specific language

Enforcement varies by country

China

Enforcement improving but varies by region

Often combined with non-compete agreements

Consider bilingual version for cross-border deals

Local notarization may strengthen enforceability

United Kingdom

Common law applies

Reasonable duration required

Garden leave provisions common

Common Mistakes to Avoid

Too broad definition - Unenforceable if everything is "confidential"

Unreasonable duration - Courts may not enforce 10-year terms

Missing exclusions - Standard exclusions protect against unfair claims

No purpose limitation - Should specify why info is being shared

Wrong jurisdiction - Choose a jurisdiction that makes sense

No signature blocks - Needs to be properly executed

Tips for Better Results

Be specific about the situation - Context matters for appropriate terms

Tell me the jurisdiction - Laws vary significantly

Specify mutual or one-way - Don't assume

Mention sensitive categories - Trade secrets need stronger protection

Ask for modifications - I can adjust any clause

Limitations

This is a template, not legal advice

Enforceability varies by jurisdiction

Complex situations need attorney review

I can't predict how courts will interpret terms

Some provisions may not be enforceable everywhere

Languages

Works with multiple languages including English and Chinese.
Just specify your preferred language when requesting an NDA.

Built by the Claude Office Skills community. Protect your confidential information!