---
description: Draft a Non-Disclosure Agreement between two parties with jurisdiction-appropriate clauses
argument-hint: "<parties and context>"
---

# /draft-nda -- NDA Drafting

Draft a professional Non-Disclosure Agreement customized to your situation. Covers information types, jurisdiction, term, and clearly marks clauses that need legal review.

## Invocation

```
/draft-nda Mutual NDA between our startup and a potential enterprise customer
/draft-nda One-way NDA for a freelance contractor accessing our codebase
```

## Workflow

### Step 1: Gather Context

Ask:
- Who are the parties? (company names and roles)
- Mutual or one-way NDA?
- What information is being protected? (trade secrets, code, business data, customer data)
- Jurisdiction? (state/country for governing law)
- Duration? (how long should confidentiality last)
- Any specific concerns? (non-compete, non-solicit, IP ownership)

### Step 2: Draft the NDA

Apply the **draft-nda** skill:

Generate a complete NDA covering:
- Parties and recitals
- Definition of confidential information (with specific examples)
- Obligations of the receiving party
- Exclusions (public knowledge, independent development, etc.)
- Term and survival
- Return/destruction of materials
- Remedies
- Governing law and jurisdiction
- Standard boilerplate (severability, entire agreement, amendments)

### Step 3: Deliver

```
## Non-Disclosure Agreement

[Full NDA text with marked sections]

### Clauses Requiring Legal Review
| Clause | Why It Needs Review | Consideration |
|--------|-------------------|--------------|

### Plain-Language Summary
[What this NDA means in simple terms for non-lawyers]
```

Save as markdown. Offer to export as DOCX for signing.

## Notes

- This is a starting point — always recommend review by qualified legal counsel
- Mark any clause that involves significant legal risk with a ⚠️ flag
- Include plain-language annotations so non-lawyers understand what they're agreeing to
- Mutual NDAs are generally preferred — they're fairer and faster to negotiate
