---
name: nda-template
description: "สกิลสำหรับ Template NDA ใช้เมื่อต้องการแนวทาง ขั้นตอน Template หรือคำแนะนำเชิงปฏิบัติสำหรับงานกฎหมาย นโยบาย Compliance เอกสารสัญญา และเอกสารเทคนิคที่ต้องมีโครงสร้างชัดเจน ในหัวข้อนี้"
allowed-tools: Read Write Bash(ls)
---

# Template NDA

## When to Use This Skill

- User is about to share business plans, financials, or trade secrets with a potential partner
- User needs an NDA before hiring a contractor or freelancer
- User is pitching to investors and wants IP protection
- User wants a mutual NDA for a joint venture discussion
- User needs a standard confidentiality agreement template they can reuse

## Core Principle

AN NDA IS A STARTING POINT, NOT A LEGAL SHIELD — ALWAYS RECOMMEND ATTORNEY REVIEW FOR HIGH-STAKES SITUATIONS.

## Legal Disclaimer

**IMPORTANT: The templates generated by this skill are for informational and educational purposes only. They do not constitute legal advice. Every business situation is unique, and these templates may not be appropriate for your specific circumstances. Always have a qualified attorney licensed in your jurisdiction review any legal document before signing or sending it. The use of these templates is at your own risk.**

## Workflow

### Phase 1: Determine NDA Type

1. Ask which type of NDA is needed:
   - **Mutual (bilateral)**: Both parties share confidential information (partnerships, JVs, co-development). This is the default.
   - **Unilateral (one-way)**: Only one party shares confidential information (hiring contractors, pitching investors)
2. Identify the parties involved (names and business entities)
3. Determine what confidential information will be shared (business plans, customer data, trade secrets, financial records, source code, etc.)

### Phase 2: Define Key Terms

4. Confirm these parameters:
   - **Duration of obligation**: How long must confidentiality be maintained? Default: 2 years from disclosure
   - **Governing law**: Which state/jurisdiction? Default: user's state
   - **Exclusions**: Standard exclusions always included (publicly known info, independently developed, legally required disclosure)
   - **Permitted disclosure**: Can the recipient share with their attorneys, accountants, or employees? Default: yes, with same confidentiality binding
   - **Return/destruction clause**: Must materials be returned or destroyed after the relationship ends? Default: yes, within 30 days

### Phase 3: Generate the Template

5. Produce the NDA using the appropriate template below
6. Highlight any sections the user should customize (marked with bracketed instructions)
7. Add signature blocks for both parties

### Phase 4: Deliver

8. Output the complete NDA template
9. Provide a plain-English summary of what the NDA covers
10. Remind the user to have an attorney review before use

## Example 1: Mutual NDA for Partnership Discussion

**Context:** A marketing agency owner is exploring a partnership with a software company. Both sides will share client lists, revenue data, and product roadmaps.

```
MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement ("Agreement") is entered into
as of _________________ ("Effective Date") by and between:

Party A: Greenline Marketing LLC, a Colorado limited liability company,
with its principal office at 1420 Larimer St, Suite 200, Denver, CO 80202
("Greenline")

Party B: BuildStack Inc., a Delaware corporation, with its principal
office at 88 Market St, Suite 500, San Francisco, CA 94105
("BuildStack")

Collectively referred to as the "Parties" and individually as a "Party."

1. PURPOSE

The Parties wish to explore a potential business partnership involving
co-marketing and product integration ("Purpose") and, in connection
with this Purpose, may disclose certain Confidential Information to
each other.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information disclosed
by either Party to the other, whether orally, in writing, electronically,
or by any other means, including but not limited to:

(a) Business plans, strategies, and financial data
(b) Client and customer lists, contact information, and account details
(c) Product roadmaps, specifications, and technical documentation
(d) Pricing models, revenue figures, and cost structures
(e) Marketing strategies, campaigns, and performance data
(f) Trade secrets, proprietary processes, and know-how
(g) Any information marked or identified as "Confidential"

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the
    Receiving Party
(b) Was already known to the Receiving Party prior to disclosure,
    as documented by written records
(c) Is independently developed by the Receiving Party without
    use of or reference to the Disclosing Party's Confidential
    Information
(d) Is rightfully received from a third party without restriction
    on disclosure
(e) Is required to be disclosed by law, regulation, or court order,
    provided the Receiving Party gives prompt written notice to the
    Disclosing Party to allow them to seek a protective order

4. OBLIGATIONS OF THE RECEIVING PARTY

Each Party agrees to:

(a) Hold the other Party's Confidential Information in strict
    confidence
(b) Not disclose Confidential Information to any third party
    except as permitted under Section 5
(c) Use Confidential Information solely for the Purpose described
    in Section 1
(d) Protect Confidential Information using the same degree of care
    it uses to protect its own confidential information, but no
    less than reasonable care
(e) Promptly notify the Disclosing Party of any unauthorized
    disclosure or use

5. PERMITTED DISCLOSURES

A Receiving Party may disclose Confidential Information to its
employees, contractors, attorneys, and accountants who:

(a) Have a need to know for the Purpose
(b) Are bound by confidentiality obligations no less restrictive
    than this Agreement

The Receiving Party remains responsible for any breach by such
individuals.

6. TERM AND DURATION

This Agreement is effective as of the Effective Date and remains
in effect for one (1) year, unless terminated earlier by either
Party with thirty (30) days written notice. The confidentiality
obligations under this Agreement survive termination and remain
in effect for two (2) years from the date of disclosure of each
piece of Confidential Information.

7. RETURN OF MATERIALS

Upon termination of this Agreement or upon request by the Disclosing
Party, the Receiving Party shall promptly return or destroy all
Confidential Information, including all copies, notes, and
derivatives, and certify such return or destruction in writing
within thirty (30) days.

8. NO LICENSE OR OBLIGATION

Nothing in this Agreement grants either Party any rights to the
other's intellectual property. This Agreement does not obligate
either Party to proceed with any business relationship or transaction.

9. REMEDIES

Each Party acknowledges that a breach of this Agreement may cause
irreparable harm for which monetary damages would be inadequate.
The Disclosing Party shall be entitled to seek equitable relief,
including injunction and specific performance, in addition to
any other remedies available at law.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance
with the lAWS of the State of Colorado, without regard to its
conflict of lAWS principles.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties
regarding the subject matter hereof and supersedes all prior
agreements, understandings, and communications, whether written
or oral.

12. AMENDMENTS

This Agreement may only be amended by a written instrument signed
by both Parties.

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

GREENLINE MARKETING LLC          BUILDSTACK INC.

Signature: ___________________   Signature: ___________________
Name: ________________________   Name: ________________________
Title: _______________________   Title: _______________________
Date: ________________________   Date: ________________________
```

**Plain-English Summary:**
Both Greenline and BuildStack agree not to share each other's business information (client lists, financials, product plans) with anyone outside the deal. This lasts for 2 years after information is shared. Standard exceptions apply — if the information becomes public or was already known, it is not covered. If someone breaks the agreement, the other party can go to court to stop them. Colorado law governs.

## Example 2: Unilateral NDA for Hiring a Contractor

**Context:** A solopreneur is hiring a freelance developer and needs to protect their app idea and customer data.

```
NON-DISCLOSURE AGREEMENT (UNILATERAL)

This Non-Disclosure Agreement ("Agreement") is entered into
as of _________________ ("Effective Date") by and between:

Disclosing Party: Rachel Simmons, sole proprietor doing business
as Simmons Digital, located at 245 Oak Avenue, Austin, TX 78701
("Disclosing Party")

Receiving Party: _________________________ ("Contractor")

1. PURPOSE

The Disclosing Party intends to engage the Contractor for freelance
software development services and will share Confidential Information
necessary for the performance of that work.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" includes all non-public information
disclosed by the Disclosing Party, including but not limited to:

(a) Application concepts, wireframes, and specifications
(b) Source code, databases, and technical architecture
(c) Customer data, user information, and analytics
(d) Business plans, revenue models, and financial projections
(e) Any materials provided during the engagement

3. EXCLUSIONS

[Same exclusion language as mutual NDA above — publicly available,
previously known, independently developed, third-party received,
legally compelled]

4. CONTRACTOR OBLIGATIONS

The Contractor agrees to:

(a) Use Confidential Information only for performing the agreed
    services
(b) Not disclose Confidential Information to any third party
    without prior written consent
(c) Not use Confidential Information to build competing products
    or services
(d) Return or destroy all materials within fourteen (14) days of
    project completion or termination

5. TERM

The confidentiality obligations under this Agreement survive the
end of the engagement and remain in effect for two (2) years from
the date of disclosure.

6. WORK PRODUCT

All work product created by the Contractor using Confidential
Information is the sole property of the Disclosing Party.

7. GOVERNING LAW

This Agreement is governed by the lAWS of the State of Texas.

8. REMEDIES

The Disclosing Party is entitled to seek injunctive relief for
any breach, in addition to any other available remedies.

DISCLOSING PARTY                 CONTRACTOR

Signature: ___________________   Signature: ___________________
Name: Rachel Simmons             Name: ________________________
Date: ________________________   Date: ________________________
```

**Plain-English Summary:**
The contractor agrees not to share or use Rachel's app idea, code, or customer data for anything other than the contracted work. This lasts 2 years. All work the contractor creates belongs to Rachel. Texas law governs.

## Recovery and Fallback

- If the user is unsure which NDA type to use, default to mutual — it protects both sides and is more likely to be signed without pushback
- If the user is sharing information with someone in a different country, flag that international NDAs may need jurisdiction-specific clauses and strongly recommend attorney review
- If the user needs the NDA immediately and cannot wait for legal review, provide the template but reiterate the disclaimer prominently
- If the other party wants to modify the NDA, advise the user to focus on: definition of confidential information, duration, and remedies — these are the three most important sections

## Constraints

- **Always include the legal disclaimer** — this skill generates templates, not legal advice
- Do not generate NDAs for illegal purposes (hiding fraud, suppressing whistleblowing)
- Duration of confidentiality obligations should default to 2 years — longer periods (5+ years) may be unenforceable in some jurisdictions
- Non-compete clauses do not belong in an NDA — if the user needs non-compete terms, recommend a separate agreement
- Always recommend attorney review — never tell the user the template is "ready to sign as-is"
- Do not include penalty or liquidated damages clauses — these vary widely by jurisdiction and require legal expertise
- Governing law must match the user's jurisdiction unless they specify otherwise
