# First-pass contract draft — mutual NDA

Produces an editable mutual nondisclosure agreement when two parties will exchange confidential information before a deal. Reach for it at the start of any negotiation, joint venture evaluation, or vendor diligence.

## Prompt

## Context
You are drafting for a [GOVERNING STATE]-licensed attorney. Two parties will exchange confidential information while they evaluate [PURPOSE OF DISCLOSURE]. The parties: [PARTY A — NAME, ENTITY TYPE, STATE OF FORMATION] and [PARTY B — NAME, ENTITY TYPE, STATE OF FORMATION]. Both sides will disclose and receive.

## Task
Draft a mutual nondisclosure agreement I can edit into a final document. Include: a definition of Confidential Information; standard exclusions (publicly known, already known, independently developed, rightfully received from a third party); use limited to the stated purpose; a compelled-disclosure carve-out with prior notice; a term of [AGREEMENT TERM] with confidentiality obligations surviving [SURVIVAL PERIOD] after disclosure; return-or-destroy obligations on request; no license granted; no obligation to enter the contemplated transaction; injunctive relief without bond; governing law and exclusive venue in [GOVERNING STATE]; counterparts and signature blocks.

## Standards
- Number every section. Use defined terms consistently.
- Keep obligations symmetrical. Flag any clause that favors one side.
- Plain contract English. No witnesseth, no whereas recitals unless I ask.
- Target length: 2 to 4 pages.
- Insert [DRAFTING NOTE: ...] flags wherever state law may change the answer, such as enforceability of long or perpetual confidentiality periods, or trade-secret survival carve-outs.
- Do not invent addresses, dates, or signatory names. Leave bracketed placeholders.
If any required input is missing or ambiguous, ask me before drafting.

## Input checklist

- [ ] Both parties' legal names, entity types, and states of formation
- [ ] The deal or evaluation the disclosures support, in one sentence
- [ ] Term length and how long confidentiality should survive
- [ ] Governing state and preferred venue
- [ ] Remove client-identifying details, or confirm your AI tool sits under your firm's confidentiality and bar guidance before pasting client data (see ABA Formal Opinion 512)

## Verification checklist

- [ ] Confirm every obligation is mutual — AI drafts often slip one-way language (e.g., only 'Recipient' duties) into a mutual form
- [ ] Check the Confidential Information definition against what your client will share; oral disclosures and pre-signing disclosures are common gaps
- [ ] Confirm the survival period is enforceable in your state and add a trade-secret carve-out if the client has trade secrets
- [ ] Look for a residuals clause — if one appears, decide deliberately; it can gut the agreement
- [ ] Verify governing law, venue, and injunctive-relief language match your state's standards, not a generic Delaware form
- [ ] Check exclusions for a burden-of-proof allocation; add 'as shown by written records' if your client is mainly disclosing
- [ ] Read defined terms end to end — AI drafts sometimes define a term once and drift to a synonym later

## Customization notes

Swap the survival structure for a perpetual trade-secret carve-out when the client discloses formulas, code, or processes. For deals with a counterparty abroad, add an export-control and data-protection paragraph. If the disclosure supports M&A diligence, add a non-solicitation of employees and a standstill placeholder. Adjust venue to your client's home county unless leverage says otherwise.

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From The Solo Attorney's AI Practice Library — vetslearn.com/libraries/attorney