DraftingBeginner

NDA Generator

Before sharing any proprietary information with a potential partner, acquirer, vendor, or investor.

CorporateIntellectual Property

A non-disclosure agreement is often the first document exchanged before any serious business conversation — an acquisition discussion, a partnership exploration, or a vendor engagement. A good NDA defines confidential information broadly enough to protect the disclosing party while including the standard carve-outs, sets clear obligations on the receiving party, and specifies remedies and survival. Getting it right quickly keeps deals moving without exposing your client's proprietary information.

Because NDAs follow well-established structures, this is a task Claude handles reliably and fast. Tell it whether the agreement is mutual or unilateral, identify the parties and the business purpose, and set the duration and governing law, and Claude returns a clean agreement with defined terms, standard exceptions (public knowledge, independent development, prior possession, compelled disclosure), permitted-disclosure provisions, and injunctive-relief language. You decide the strategic terms; Claude produces the draft.

Use the prompt below as a starting point. Fill in the bracketed terms, then review the output against your client's needs and the governing law — deciding, for example, whether to add a standstill, address oral disclosures, or include a residuals clause. Claude's draft is a working document for attorney review, not legal advice and not an agreement to sign unreviewed.

The Prompt

Draft a [MUTUAL/UNILATERAL] non-disclosure agreement:

Disclosing party: [NAME AND ENTITY]
Receiving party: [NAME AND ENTITY]
Purpose: [DESCRIBE THE BUSINESS PURPOSE — e.g., evaluating potential acquisition, partnership discussion, vendor engagement]
Duration of obligations: [e.g., 2 years from disclosure, 3 years from effective date]
Governing law: [STATE]

Include provisions for:
1. Definition of Confidential Information — broad but with standard carve-outs (public knowledge, independent development, prior possession, legally compelled disclosure)
2. Obligations of the receiving party — use, access restrictions, need-to-know basis
3. Permitted disclosures — to advisors, attorneys, and employees who are bound by similar obligations
4. Return or destruction of materials upon termination or request
5. No license or IP transfer implied
6. Remedies — injunctive relief without bond requirement
7. Term and survival of obligations
8. Standard boilerplate (entire agreement, amendment, assignment, counterparts)

Example Output

A 4-6 page NDA with defined terms, mutual or unilateral obligations, and standard carve-outs.

Illustrative example — names, figures, and facts are fictional.

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this "Agreement") is entered into as of February 10, 2026 (the "Effective Date"), by and between Cedarline Analytics, LLC, a Stateland limited liability company, and Vantage Pay Corp., a Delaware corporation (each a "Party" and collectively the "Parties").

1. PURPOSE. The Parties wish to explore a potential commercial partnership (the "Purpose") and may disclose confidential information to one another in connection therewith.

2. CONFIDENTIAL INFORMATION. "Confidential Information" means non-public information disclosed by a Party, whether oral, written, or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given its nature.

3. EXCLUSIONS. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was rightfully in the receiving Party's possession before disclosure; (c) is independently developed without use of the disclosing Party's information; or (d) is rightfully received from a third party without restriction.

4. OBLIGATIONS. The receiving Party shall (a) use the Confidential Information solely for the Purpose, (b) limit access to those of its representatives with a need to know who are bound by confidentiality obligations no less protective than these, and (c) protect it with at least reasonable care.

5. COMPELLED DISCLOSURE. If legally compelled to disclose, the receiving Party shall give prompt notice (where lawful) and cooperate in seeking protective treatment.

6. RETURN OR DESTRUCTION. Upon request or termination, the receiving Party shall return or destroy all Confidential Information and certify such destruction in writing.

7. NO LICENSE. Nothing herein grants any license or ownership in any intellectual property.

8. REMEDIES. The Parties agree that monetary damages may be inadequate and that the disclosing Party may seek injunctive relief without the requirement of posting a bond.

9. TERM. The obligations herein survive for three (3) years from the date of disclosure.

10. MISCELLANEOUS. This Agreement constitutes the entire agreement on its subject matter, may be amended only in writing, and is governed by the laws of the State of Stateland. It may be executed in counterparts.

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.

CEDARLINE ANALYTICS, LLC VANTAGE PAY CORP.
By: ____________________ By: ____________________

Tips

•For M&A discussions, add a standstill provision and non-solicitation of employees.
•Specify whether oral disclosures are covered (they should be, if confirmed in writing within 30 days).
•Residuals clauses are increasingly common — decide whether to include one.

Frequently Asked Questions

When and how should I use the NDA generator?

Use it before your client shares proprietary information with a prospective partner, acquirer, vendor, or investor. Specify whether the agreement is mutual or unilateral, describe the business purpose precisely, and set the duration and governing law. For M&A discussions, consider asking Claude to add a standstill and an employee non-solicitation provision to the base draft.

Is the generated NDA ready to sign and send?

No. Although NDAs are relatively standardized, the output is still a draft to review. Confirm the definition of confidential information fits the engagement, decide whether oral disclosures and residuals need addressing, and check the governing-law and remedies provisions against your client's needs. The attorney is responsible for the final agreement before it is executed.

How do I get the strongest draft?

Be specific about the business purpose and the direction of disclosure — a one-way evaluation calls for a unilateral NDA, not a mutual one. State the duration and governing law explicitly. If the deal has special sensitivities, name them in the prompt (for example, a standstill, oral-disclosure confirmation windows, or a residuals clause) so the draft addresses them directly.

Are there ethics or confidentiality concerns when generating an NDA with AI?

Yes. Under the duty of competence you must review and tailor the draft rather than relying on it blindly. ABA Formal Opinion 512 also emphasizes confidentiality — ironically relevant here — so avoid pasting your client's actual confidential details or counterparty names into consumer AI tools without appropriate data protections, and verify the final agreement before delivery.

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