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.
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].
- Source
- promptfork seed
- License
- CC-BY-4.0
- Published
- 6/22/2026