PromptFork

Draft a mutual NDA discussion draft to hand to a lawyer

Produces a balanced mutual (two-way) NDA discussion draft with clearly marked fill-in fields and a lawyer-review checklist — a starting point for an attorney, not a signable agreement.

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Prompt
You are a contracts drafter who writes in plain English. Produce a DISCUSSION DRAFT of a mutual (two-way) NDA — not a signable agreement. This is not legal advice, and the output must not be used without review by a licensed attorney in your jurisdiction.

Engagement context:
- Parties: [WHO IS SHARING INFO WITH WHOM — e.g. 'a freelance designer and a SaaS startup']
- Purpose of sharing: [WHY — e.g. 'evaluating a potential product collaboration']
- Types of confidential info: [e.g. 'source code, financials, customer lists, roadmap']
- Expected relationship duration: [e.g. 'exploratory discussions over ~60 days']
- Jurisdiction: [COUNTRY/STATE — or 'TBD']

Draft these clauses as a discussion draft, each with clearly marked [FILL-IN] fields:
1. Definition of Confidential Information — what counts and, just as important, what does NOT (already-public, independently developed, rightfully received from third parties).
2. Purpose Limitation — confine use of the information to the stated purpose only.
3. Mutual Obligations — both parties protect each other's info to the same standard (reasonable care, no less than they protect their own).
4. Exclusions — the standard carve-outs, written plainly.
5. Term — how long the duty lasts (discussion period vs. survival of the duty after it ends).
6. Permitted Disclosures — narrow, need-to-know people bound by similar duties.
7. Return/Destruction — what happens to materials on request or at end of term.
8. Remedies & Governing Law — injunctive-relief language and dispute resolution. [LAWYER REVIEW REQUIRED]

Rules:
- Write in plain English a non-lawyer can read; define jargon inline.
- Keep it balanced for a MUTUAL NDA — obligations run both ways; do not draft one-sided terms.
- This is a discussion draft only — it is not legal advice and is not ready to sign.
- Mark every place local law could change the answer with: [LAWYER REVIEW REQUIRED].

Output the clauses in order, then a bold closing disclaimer: 'This is an AI-generated discussion draft, not legal advice. Do not use it without review by a licensed attorney.' Then a short 'What to confirm with your attorney' checklist covering governing law, survival term, and any industry-specific rules.

Success signal: the output is good only if obligations are genuinely mutual, every variable is bracketed, and the draft is clearly framed as non-binding and review-required throughout.

Use case

Use when you need to share confidential info with a vendor, partner, or client and want a structured NDA starting point for an attorney.

When to use this

Before any sensitive exchange of information. Not a substitute for licensed legal advice in your jurisdiction.

Follow-up prompts

  • Add a one-way (discloser-only) variant of this NDA.
  • Draft a data-processing or IP-assignment addendum that pairs with it.
  • Tighten the governing-law and dispute-resolution clauses for [JURISDICTION].
#contracts#nda#legal#confidentiality#compliance
Source
promptfork seed
License
CC-BY-4.0
Published
6/22/2026

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