nda-generator

NDA Generator

Overview

Generates professional non-disclosure agreements tailored to the specific relationship, jurisdiction, and scope of confidential information. Produces four NDA variants — mutual, one-way, employee, and vendor — each with 15 mandatory sections, plain English annotations, and jurisdiction-specific clauses. Templates are benchmarked against SCORE NDA patterns (SBA-funded) and CommonPaper NDA standards (CC BY 4.0).

Every generated section includes a > **Plain English:** annotation block so non-lawyers can understand the agreement without legal counsel.

Legal Disclaimer: This skill generates template documents for informational and educational purposes only. Generated NDAs are not a substitute for legal advice. All agreements should be reviewed by a licensed attorney before execution. Terms may need modification based on jurisdiction-specific requirements. No attorney-client relationship is created by using this tool.

Prerequisites

• Names and addresses of all parties
• Clear understanding of what information is being protected
• Desired duration of confidentiality obligations
• Governing law jurisdiction (state/country)

Instructions

1. Determine NDA variant. Ask the user which type is needed:

   • Mutual NDA — Both parties share confidential information (partnerships, M&A discussions)
   • One-Way NDA — Only one party discloses (pitching to investors, sharing trade secrets)
   • Employee NDA — Employee access to company confidential information
   • Vendor NDA — Third-party vendor/contractor access to business data

2. Gather party information. Collect from the user:

   • Full legal names of all parties
   • Entity types (individual, LLC, Corp, etc.)
   • Addresses (for notice provisions)
   • State of incorporation / governing jurisdiction
   • Effective date

3. Define the scope of confidential information. Determine:

   • Categories of protected information (technical, financial, customer, strategic)
   • Specific exclusions the user wants (publicly known information, independently developed)
   • Whether oral disclosures are included (with written confirmation requirement)
   • Any carve-outs for specific data types

4. Set duration and terms. Establish:

   • Term of the agreement (how long parties will share information)
   • Survival period (how long confidentiality obligations last after termination)
   • Typical ranges: 1-3 years for term, 2-5 years for survival
   • Employee NDAs: often indefinite for trade secrets

5. Generate the 15 mandatory sections:

   #	Section	Purpose
   1	Preamble & Recitals	Identifies parties and purpose
   2	Definition of Confidential Information	What is protected
   3	Exclusions from Confidential Information	Standard carve-outs
   4	Obligations of Receiving Party	Core duty of confidentiality
   5	Permitted Disclosures	Employees, advisors, legal requirements
   6	Use Restrictions	Information used only for stated purpose
   7	Term and Termination	Duration and how to end
   8	Return or Destruction of Materials	Post-termination obligations
   9	No License or Warranty	IP rights not transferred
   10	Remedies	Injunctive relief, damages
   11	Non-Solicitation (if applicable)	Employee/customer non-solicit
   12	Governing Law	Jurisdiction and choice of law
   13	Dispute Resolution	Arbitration vs. litigation
   14	General Provisions	Severability, waiver, entire agreement, assignment
   15	Signature Block	Execution by authorized representatives

6. Add plain English annotations. After each section, insert a blockquote explaining in simple language what the section means and why it matters.

7. Apply variant-specific modifications:

   • Mutual: Mirror all obligations for both parties
   • One-Way: Clearly designate disclosing and receiving party roles
   • Employee: Add invention assignment clause, post-employment survival, reference to DTSA (Defend Trade Secrets Act) whistleblower immunity notice
   • Vendor: Add data handling requirements, subcontractor restrictions, audit rights

8. Insert [VERIFY] tags on any assumptions made about parties, jurisdiction, or scope that the user did not explicitly confirm.

9. Write the output file using the naming convention below.

Output

Generate a single Markdown file named NDA-{Party1}-{Party2}-{YYYY-MM-DD}.md with:

# Non-Disclosure Agreement
## {Mutual | One-Way | Employee | Vendor}

**Effective Date:** {date}
**Parties:** {Party 1} ("Disclosing Party") and {Party 2} ("Receiving Party")

---

### 1. Preamble and Recitals
{formal legal text}

> **Plain English:** {simple explanation}

### 2. Definition of Confidential Information
{formal legal text}

> **Plain English:** {simple explanation}

{... sections 3-15 ...}

---

### Signature Block
{signature lines with date and title fields}

---
**[VERIFY] Tags Summary:**
{list of all assumptions needing confirmation}

**Generated by:** Legal Assistant Plugin — Not a substitute for legal counsel.

Error Handling

Error	Cause	Solution
Missing party names	User did not provide names	Prompt for full legal names before generating
Unknown jurisdiction	No governing law specified	Default to Delaware (US) or England & Wales (UK), add [VERIFY] tag
Overly broad scope	User says "everything"	Suggest specific categories and ask for confirmation
Employee in California	CA limits non-compete enforcement	Omit non-compete, note CA Business & Professions Code 16600
International parties	Cross-border complexity	Add choice of law clause, note Hague Convention considerations
Missing entity type	User provides name without LLC/Corp	Add [VERIFY] tag, default to individual

Examples

Example 1: Mutual NDA for Partnership Discussion

Request: "Create a mutual NDA between Acme Corp and Beta LLC for exploring a joint venture"

Result: NDA-AcmeCorp-BetaLLC-2026-04-02.md with:

• Mutual obligations mirrored for both parties
• Scope: financial data, technical specifications, customer lists, strategic plans
• 2-year term, 3-year survival period
• Delaware governing law
• Plain English annotations on all 15 sections

Example 2: Employee NDA

Request: "Generate an employee NDA for a new software engineer joining our startup in California"

Result: NDA-TechStartup-JaneDoe-2026-04-02.md with:

• One-way structure (company discloses to employee)
• DTSA whistleblower immunity notice included
• No non-compete clause (California restriction noted)
• Invention assignment with prior invention exclusion schedule
• Indefinite survival for trade secrets

Resources

• SCORE NDA Templates — SBA-funded, free for commercial use
• CommonPaper Mutual NDA — CC BY 4.0 open standard
• Defend Trade Secrets Act (DTSA) — Federal trade secret protections
• California Business & Professions Code 16600 — Non-compete limitations
• ICC Model Confidentiality Agreement — International commerce standards