Draft a Mutual NDA First Draft With Standard Clauses

A non-disclosure agreement is often the first document two parties sign before sharing sensitive information, and getting a clean first draft on the table quickly keeps deals moving. This prompt produces a structured mutual NDA with the clauses most agreements share: definitions, permitted use, exclusions, a confidentiality period, and return-or-destroy obligations. The value here is speed and structure, not finality. The model lays out numbered sections with consistent defined terms so you or your attorney can edit rather than start from a blank page. It also surfaces the assumptions it made, which is where a lot of contract risk hides. Treat the output as a drafting aid, not legal advice. NDA enforceability and scope vary by jurisdiction and by the nature of the relationship, so a qualified attorney should review the draft before anyone signs. Use the assumption list as your checklist of facts to confirm.

What you can expect back

MUTUAL NON-DISCLOSURE AGREEMENT

1. Parties. This Agreement is between Northwind Analytics, Inc. ('Northwind') and Brightpath Studio LLC ('Brightpath'), each a 'Party.'
2. Purpose. The Parties wish to exchange information to evaluate a potential software integration partnership (the 'Purpose').
3. Confidential Information. Means non-public information disclosed by a Party, whether oral or written, that is marked or reasonably understood to be confidential...
4. Exclusions. Information that is public, independently developed, or rightfully received from a third party.
5. Term. Confidentiality obligations survive for three (3) years from disclosure.
6. Return or Destruction. Upon request, the receiving Party returns or destroys Confidential Information...

Assumptions: mutual (two-way) NDA; no residuals clause; Delaware governing law without a venue clause. Flag: confirm whether a non-solicit is needed. This is a drafting aid, not legal advice; have a qualified attorney review before signing.

Illustrative example — your results will vary by tool and inputs.

Get sharper results

• 01Decide upfront whether you need a mutual NDA (both share) or one-way; the prompt defaults to mutual, so change it if only one side discloses.
• 02Keep the confidentiality term realistic: very long or perpetual terms can be harder to enforce and may scare off counterparties.
• 03Paste the model's assumption list into your notes and confirm each item before circulating the draft.
• 04Always route the draft to a qualified attorney for jurisdiction-specific review before signing; the model output is a starting point, not final counsel.

Adapt it for your case