nda-generator

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NDA Generator

NDA生成器

Generate appropriate non-disclosure agreements tailored to specific business contexts, with balanced terms that protect both parties.

针对特定业务场景生成合适的保密协议，条款平衡，保障双方权益。

When to Use This Skill

何时使用本技能

Starting vendor conversations
Exploring partnerships
Hiring contractors/consultants
M&A due diligence
Co-development discussions

开启供应商洽谈
探索合作关系
雇佣承包商/顾问
并购尽职调查
联合开发讨论

Methodology Foundation

方法论基础

Based on standard NDA frameworks combined with:

Context-appropriate scope definition
Balanced mutual obligations
Clear exception handling
Practical enforcement provisions

基于标准NDA框架，结合：

符合场景的范围定义
平衡的双方义务
明确的例外情况处理
实用的执行条款

What Claude Does vs What You Decide

Claude的工作 vs 由你决定的事项

Claude Does	You Decide
Suggests NDA type	Signing authority
Drafts core terms	Jurisdiction
Identifies key provisions	Term length
Flags imbalanced terms	Business risk
Creates custom clauses	Final review

Claude的工作	由你决定的事项
建议NDA类型	签署权限
起草核心条款	管辖区域
识别关键条款	协议期限
标记不平衡条款	业务风险
创建自定义条款	最终审核

Instructions

操作步骤

Step 1: Determine NDA Type

步骤1：确定NDA类型

NDA Types:

Type	When to Use	Protection
Mutual (Bilateral)	Both parties share	Equal obligations
One-Way	Only one party shares	Receiving party bound
Multilateral	Multiple parties	All parties bound

Selection Matrix:

Scenario	Recommended Type
Partnership exploration	Mutual
Vendor evaluation	One-way (you disclose)
Client proposal	One-way (client discloses)
M&A due diligence	Mutual
Employee/contractor	One-way (you disclose)

NDA类型：

类型	使用场景	保护方式
双向（Mutual）	双方均需共享信息	双方义务平等
单向（One-Way）	仅一方共享信息	接收方受约束
多向（Multilateral）	多方参与	所有参与方受约束

选择矩阵：

场景	推荐类型
合作探索	双向
供应商评估	单向（我方披露）
客户提案	单向（客户披露）
并购尽职调查	双向
员工/承包商	单向（我方披露）

Step 2: Define Confidential Information

步骤2：定义保密信息

Scope Options:

Scope	Definition	Risk Level
Broad	All information shared	High (over-inclusive)
Marked	Only labeled "Confidential"	Medium (may miss verbal)
Defined	Specific categories listed	Low (clear boundaries)
Combination	Written must be marked, oral confirmed	Best practice

Common Categories:

Technical specifications
Business plans and strategy
Customer/prospect lists
Financial information
Product roadmaps
Pricing and costs
Trade secrets

范围选项：

范围	定义	风险等级
宽泛型	所有共享的信息	高（过度包含）
标记型	仅标注"Confidential"的信息	中（可能遗漏口头信息）
明确型	列出特定类别	低（边界清晰）
组合型	书面信息需标记，口头信息需书面确认	最佳实践

常见类别：

技术规格
商业计划与战略
客户/潜在客户列表
财务信息
产品路线图
定价与成本
商业秘密

Step 3: Key Provisions

步骤3：关键条款

Essential Elements:

Provision	Purpose	Standard Term
Definition	What's protected	See scope above
Obligations	What recipient must do	Reasonable care standard
Permitted Use	Why they can access	Specific purpose stated
Exceptions	What's not confidential	Public, prior knowledge, etc.
Term	How long agreement lasts	2-5 years typical
Survival	How long confidentiality lasts	3-5 years after disclosure
Return/Destroy	What happens after	Certify destruction

Standard Exceptions:

Publicly available (not through breach)
Already known by recipient
Independently developed
Received from third party (without breach)
Required by law (with notice)

核心要素：

条款	目的	标准条款
定义	明确受保护内容	见上述范围
义务	接收方需履行的事项	合理谨慎标准
允许用途	信息使用的原因	明确说明特定用途
例外情况	非保密内容	公开信息、预先知晓信息等
协议期限	协议生效时长	通常2-5年
保密延续期	保密义务持续时长	披露后3-5年
归还/销毁	协议结束后的处理	证明已销毁

标准例外情况：

公开可得的信息（非因违反协议导致）
接收方预先知晓的信息
独立开发的信息
从第三方合法获取且无保密限制的信息
法律要求披露（需提前通知）

Step 4: Balance Assessment

步骤4：平衡性评估

Balanced vs. Overreaching:

Balanced	Overreaching
Mutual obligations	One-sided duties
Reasonable care standard	Strict liability
Defined scope	"Any information"
Specific purpose	Unlimited use
Reasonable term	Perpetual
Standard exceptions	No exceptions

平衡型	过度约束型
双方义务对等	单方面义务
合理谨慎标准	严格责任
明确范围	"任何信息"
特定用途	无限制使用
合理期限	永久有效
标准例外	无例外情况

Step 5: Generate Document

步骤5：生成文档

Output Structure:

Parties and date
Background/Recitals
Definitions
Obligations
Permitted use and purpose
Exceptions
Term and survival
Return/destruction
Remedies
General provisions
Signatures

输出结构：

协议双方与日期
背景/前言
定义
义务
允许用途与目的
例外情况
协议期限与保密延续期
归还/销毁
救济措施
一般条款
签署栏

Examples

示例

Example 1: Mutual NDA for Partnership Discussion

示例1：合作洽谈用双向NDA

Input:

Create a mutual NDA for:
- Exploring a potential integration partnership
- Both companies are SaaS providers
- We'll share technical specs and business plans
- 12-month discussion period expected

Output:

undefined

输入：

Create a mutual NDA for:
- Exploring a potential integration partnership
- Both companies are SaaS providers
- We'll share technical specs and business plans
- 12-month discussion period expected

输出：

undefined

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:

[YOUR COMPANY], a [State] corporation with its principal place of business at [Address] ("Company A")

and

[PARTNER COMPANY], a [State] corporation with its principal place of business at [Address] ("Company B")

(each a "Party" and collectively the "Parties")

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:

[YOUR COMPANY], a [State] corporation with its principal place of business at [Address] ("Company A")

and

[PARTNER COMPANY], a [State] corporation with its principal place of business at [Address] ("Company B")

(each a "Party" and collectively the "Parties")

RECITALS

The Parties wish to explore a potential business relationship involving integration between their respective software platforms (the "Purpose"). In connection with this evaluation, each Party may disclose certain confidential and proprietary information to the other Party.

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1 "Confidential Information" means any non-public information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose, including but not limited to:

(a) Technical information: software architecture, APIs, source code, algorithms, product specifications, and development roadmaps

(b) Business information: business plans, strategies, customer lists, pricing, financial data, and partnership terms

1.2 Confidential Information disclosed orally shall be confirmed as confidential in writing within ten (10) business days of disclosure.

(a) Technical information: software architecture, APIs, source code, algorithms, product specifications, and development roadmaps

(b) Business information: business plans, strategies, customer lists, pricing, financial data, and partnership terms

1.2 Confidential Information disclosed orally shall be confirmed as confidential in writing within ten (10) business days of disclosure.

2. OBLIGATIONS

2.1 The Receiving Party shall:

(a) Hold Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care

(b) Limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective

(d) Not reverse engineer, disassemble, or decompile any software or technical information disclosed

2.2 Each Party shall be responsible for any breach by its employees, contractors, or agents.

2.1 The Receiving Party shall:

(a) Hold Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information, but no less than reasonable care

(b) Limit disclosure to employees and contractors with a need to know who are bound by confidentiality obligations at least as protective

(d) Not reverse engineer, disassemble, or decompile any software or technical information disclosed

2.2 Each Party shall be responsible for any breach by its employees, contractors, or agents.

3. EXCEPTIONS

3.1 Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of this Agreement

(b) Was rightfully known to the Receiving Party prior to disclosure, as documented by written records

(c) Is rightfully received from a third party without restriction and without breach of any obligation of confidentiality

(d) Is independently developed by the Receiving Party without reference to Confidential Information, as documented by written records

3.2 Disclosure required by law: If legally compelled to disclose, the Receiving Party shall provide prompt written notice (where legally permitted) to allow the Disclosing Party to seek protective measures.

3.1 Confidential Information does not include information that:

(a) Is or becomes publicly available without breach of this Agreement

(b) Was rightfully known to the Receiving Party prior to disclosure, as documented by written records

(c) Is rightfully received from a third party without restriction and without breach of any obligation of confidentiality

(d) Is independently developed by the Receiving Party without reference to Confidential Information, as documented by written records

4. TERM AND SURVIVAL

4.1 This Agreement shall remain in effect for twelve (12) months from the Effective Date unless earlier terminated by either Party with thirty (30) days written notice.

4.2 Confidentiality obligations shall survive for three (3) years following disclosure of the specific Confidential Information, regardless of Agreement termination.

4.1 This Agreement shall remain in effect for twelve (12) months from the Effective Date unless earlier terminated by either Party with thirty (30) days written notice.

4.2 Confidentiality obligations shall survive for three (3) years following disclosure of the specific Confidential Information, regardless of Agreement termination.

5. RETURN OF INFORMATION

5.1 Upon termination or request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

5.2 Notwithstanding the foregoing, the Receiving Party may retain: (a) copies required by law or regulation, and (b) copies in automatic backup systems, provided such retained copies remain subject to confidentiality obligations.

5.1 Upon termination or request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

6. NO LICENSE OR WARRANTY

6.1 No license under any intellectual property rights is granted or implied by this Agreement.

6.2 Confidential Information is provided "AS IS" without warranty of any kind.

6.1 No license under any intellectual property rights is granted or implied by this Agreement.

6.2 Confidential Information is provided "AS IS" without warranty of any kind.

7. REMEDIES

7.1 Each Party acknowledges that breach may cause irreparable harm for which monetary damages may be inadequate, and agrees that the non-breaching Party may seek equitable relief without posting bond.

7.2 All remedies are cumulative and not exclusive.

8. GENERAL PROVISIONS

8.1 Governing Law: This Agreement shall be governed by the laws of the State of [STATE] without regard to conflicts of law principles.

8.2 Entire Agreement: This Agreement constitutes the entire understanding regarding its subject matter and supersedes all prior discussions.

8.3 Amendment: Modifications must be in writing signed by both Parties.

8.4 Assignment: Neither Party may assign without prior written consent, except in connection with merger or acquisition.

8.5 Severability: If any provision is unenforceable, the remainder shall continue in effect.

8.1 Governing Law: This Agreement shall be governed by the laws of the State of [STATE] without regard to conflicts of law principles.

8.2 Entire Agreement: This Agreement constitutes the entire understanding regarding its subject matter and supersedes all prior discussions.

8.3 Amendment: Modifications must be in writing signed by both Parties.

8.4 Assignment: Neither Party may assign without prior written consent, except in connection with merger or acquisition.

8.5 Severability: If any provision is unenforceable, the remainder shall continue in effect.

SIGNATURES

[YOUR COMPANY]

By: _______________________ Name: Title: Date:

[PARTNER COMPANY]

By: _______________________ Name: Title: Date:

undefined

[YOUR COMPANY]

By: _______________________ Name: Title: Date:

[PARTNER COMPANY]

By: _______________________ Name: Title: Date:

undefined

Example 2: One-Way NDA for Consultant

示例2：顾问用单向NDA

Input:

Quick NDA for hiring a marketing consultant.
They'll see our customer data and growth metrics.
3-month engagement.

Output:

undefined

输入：

Quick NDA for hiring a marketing consultant.
They'll see our customer data and growth metrics.
3-month engagement.

输出：

undefined

ONE-WAY NON-DISCLOSURE AGREEMENT

(Consultant/Contractor)

This Non-Disclosure Agreement ("Agreement") is made as of [DATE] between:

[COMPANY NAME] ("Company") and [CONSULTANT NAME] ("Consultant")

This Non-Disclosure Agreement ("Agreement") is made as of [DATE] between:

[COMPANY NAME] ("Company") and [CONSULTANT NAME] ("Consultant")

1. PURPOSE

Company engages Consultant for marketing consulting services. In performing these services, Consultant may access Company's confidential business information.

2. CONFIDENTIAL INFORMATION

Includes:

Customer lists and customer data
Revenue, growth metrics, and financial information
Marketing strategies and campaign data
Business plans and projections
Any information marked or identified as confidential

Excludes:

Information publicly available (not through breach)
Information Consultant already possessed
Information independently developed
Information received from third parties without restriction

Includes:

Customer lists and customer data
Revenue, growth metrics, and financial information
Marketing strategies and campaign data
Business plans and projections
Any information marked or identified as confidential

Excludes:

Information publicly available (not through breach)
Information Consultant already possessed
Information independently developed
Information received from third parties without restriction

3. CONSULTANT OBLIGATIONS

Consultant agrees to:

Keep all Confidential Information strictly confidential
Use information only for performing services for Company
Not disclose to any third party without prior written consent
Use reasonable care to prevent unauthorized disclosure
Promptly notify Company of any suspected breach

Consultant agrees to:

Keep all Confidential Information strictly confidential
Use information only for performing services for Company
Not disclose to any third party without prior written consent
Use reasonable care to prevent unauthorized disclosure
Promptly notify Company of any suspected breach

4. TERM

Agreement effective from date signed
Engagement period: Three (3) months
Confidentiality obligations survive for two (2) years after engagement ends

Agreement effective from date signed
Engagement period: Three (3) months
Confidentiality obligations survive for two (2) years after engagement ends

5. RETURN OF INFORMATION

Upon engagement completion or Company request, Consultant shall:

Return or destroy all Confidential Information
Delete from all personal devices and storage
Certify compliance in writing if requested

Upon engagement completion or Company request, Consultant shall:

Return or destroy all Confidential Information
Delete from all personal devices and storage
Certify compliance in writing if requested

6. ACKNOWLEDGMENTS

Consultant acknowledges that:

Breach may cause irreparable harm
Company may seek injunctive relief
Consultant's obligations are independent of any compensation owed

Consultant acknowledges that:

Breach may cause irreparable harm
Company may seek injunctive relief
Consultant's obligations are independent of any compensation owed

7. GENERAL

Governed by laws of [STATE]
Entire agreement; supersedes prior discussions
No assignment without consent
Modifications require written agreement

AGREED:

Company: _______________________ Name: Title: Date:

Consultant: _______________________ Name: Date:

undefined

Governed by laws of [STATE]
Entire agreement; supersedes prior discussions
No assignment without consent
Modifications require written agreement

AGREED:

Company: _______________________ Name: Title: Date:

Consultant: _______________________ Name: Date:

undefined

Skill Boundaries

技能边界

What This Skill Does Well

本技能擅长：

Generating standard NDA language
Adapting terms to context
Identifying key provisions
Flagging imbalanced terms

生成标准NDA文本
根据场景调整条款
识别关键条款
标记不平衡条款

What This Skill Cannot Do

本技能不擅长：

Provide legal advice
Know jurisdiction-specific requirements
Guarantee enforceability
Replace legal review

提供法律咨询
了解特定管辖区域的要求
保证协议可执行性
替代法律审核

When to Escalate to Human

何时需转交人工处理：

High-value or high-risk situations
Unusual or complex provisions
Cross-border considerations
Any modifications to generated templates

高价值或高风险场景
特殊或复杂条款
跨境考量
对生成模板的任何修改

Iteration Guide

迭代指南

Follow-up Prompts:

"Add a non-compete provision"
"Make this NDA more protective for us"
"What if they want to share with their lawyers?"
"Add a provision for joint development"

后续提示示例：

"添加竞业禁止条款"
"让这份NDA对我方更具保护性"
"如果他们想和律师共享信息怎么办？"
"添加联合开发相关条款"

References

参考资料

ACC Model NDAs
ABA Business Law Section Guidelines
Standard Commercial Contract Templates
SEC EDGAR Filing Examples

ACC Model NDAs
ABA Business Law Section Guidelines
Standard Commercial Contract Templates
SEC EDGAR Filing Examples

Related Skills

Skill Metadata

技能元数据

Domain: Legal
Complexity: Beginner
Mode: cyborg
Time to Value: 15-30 min
Prerequisites: Party information, context

Domain: Legal
Complexity: Beginner
Mode: cyborg
Time to Value: 15-30 min
Prerequisites: Party information, context