NDA Generator

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

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.

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.

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