nda-generator（nda 生成器）

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:

3. Duration

Two timeframes to consider:

1. Agreement term - How long the NDA is in effect

- Typically 1-3 years - Or "until purpose is complete"

1. 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:

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

1. Too broad definition - Unenforceable if everything is "confidential"
2. Unreasonable duration - Courts may not enforce 10-year terms
3. Missing exclusions - Standard exclusions protect against unfair claims
4. No purpose limitation - Should specify why info is being shared
5. Wrong jurisdiction - Choose a jurisdiction that makes sense
6. No signature blocks - Needs to be properly executed

Tips for Better Results

1. Be specific about the situation - Context matters for appropriate terms
2. Tell me the jurisdiction - Laws vary significantly
3. Specify mutual or one-way - Don't assume
4. Mention sensitive categories - Trade secrets need stronger protection
5. 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.

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