Nda Overview
Draft and negotiate unilateral and mutual NDAs with precise confidential information definitions, term and survival structures, and enforceable remedies
LEGAL DISCLAIMER: This skill offers educational frameworks and general drafting guidance only. It is not legal advice and does not establish an attorney-client relationship. NDA enforceability depends on jurisdiction, industry, and factual context. Trade secret law (federal DTSA + state UTSA) has specific marking, notice, and reasonable-measures requirements. Consult a licensed attorney before relying on any NDA output.
NDAs are the most over-negotiated, under-read documents in commerce. Most disputes hinge on two clauses: definition of confidential information and term. This skill builds NDAs that actually protect what matters.
Phase 1 — Intake
1.1 Parties & Purpose
- [ ] Disclosing party name, entity type, state, affiliates covered
- [ ] Receiving party name, entity type, state, affiliates covered
- [ ] Business purpose of the engagement (be specific — "general discussions" is too vague)
- [ ] Expected duration of the relationship
- [ ] Individual signatory with authority confirmed
1.2 Information Scope
- [ ] Types of confidential information to be shared (technical, financial, customer, strategic, source code, health, PII)
- [ ] Medium of disclosure (verbal, written, demo, on-site, data room, API)
- [ ] Frequency of disclosure (one-time, ongoing)
- [ ] Whether material non-public information (MNPI) is involved (triggers insider trading rules)
- [ ] Whether personal data is involved (triggers GDPR, CCPA, HIPAA layered obligations)
- [ ] Whether regulated data is involved (health, financial, classified, export-controlled)
1.3 Relationship Structure
- [ ] Unilateral (one disclosing) vs. mutual (both disclosing)
- [ ] Third-party sharing needs (advisors, financing sources, subsidiaries)
- [ ] Employee and contractor access (need-to-know scope)
- [ ] Service providers processing information
- [ ] Cross-border transfers required
1.4 Risk Factors
- [ ] Sensitivity level of information (1-5 scale: public facing to crown jewels)
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