NDA Generator

Overview

Generates professional non-disclosure agreements tailored to the specific relationship,

jurisdiction, and scope of confidential information. Produces four NDA variants — mutual,

one-way, employee, and vendor — each with 15 mandatory sections, plain English annotations,

and jurisdiction-specific clauses. Templates are benchmarked against SCORE NDA patterns

(SBA-funded) and CommonPaper NDA standards (CC BY 4.0).

Every generated section includes a > Plain English: annotation block so non-lawyers

can understand the agreement without legal counsel.

> Legal Disclaimer: This skill generates template documents for informational and

> educational purposes only. Generated NDAs are not a substitute for legal advice.

> All agreements should be reviewed by a licensed attorney before execution. Terms

> may need modification based on jurisdiction-specific requirements. No attorney-client

> relationship is created by using this tool.

Prerequisites

• Names and addresses of all parties
• Clear understanding of what information is being protected
• Desired duration of confidentiality obligations
• Governing law jurisdiction (state/country)

Instructions

1. Determine NDA variant. Ask the user which type is needed:

• Mutual NDA — Both parties share confidential information (partnerships, M&A discussions)
• One-Way NDA — Only one party discloses (pitching to investors, sharing trade secrets)
• Employee NDA — Employee access to company confidential information
• Vendor NDA — Third-party vendor/contractor access to business data

1. Gather party information. Collect from the user:

• Full legal names of all parties
• Entity types (individual, LLC, Corp, etc.)
• Addresses (for notice provisions)
• State of incorporation / governing jurisdiction
• Effective date

1. Define the scope of confidential information. Determine:

• Categories of protected information (technical, financial, customer, strategic)
• Specific exclusions the user wants (publicly known information, independently developed)
• Whether oral disclosures are included (with written confirmation requirement)
• Any carve-outs for specific data types

1. Set duration and terms. Establish:

• Term of the agreement (how long parties will share information)
• Survival period (how long confidentiality obligations last after termination)
• Typical ranges: 1-3 years for term, 2-5 years for survival
• Employee NDAs: often indefinite for trade secrets

1. Generate the 15 mandatory sections:

1. Add plain English annotations. After each section, insert a blockquote

explaining in simple language what the section means and why it matters.

1. Apply variant-specific modifications:

• Mutual: Mirror all obligations for both parties
• One-Way: Clearly designate disclosing and receiving party roles
• Employee: Add invention assignment clause, post-employment survival, reference

to DTSA (Defend Trade Secrets Act) whistleblower immunity notice

• Vendor: Add data handling requirements, subcontractor restrictions, audit rights

1. Insert [VERIFY] tags on any assumptions made about parties, jurisdiction, or scope

that the user did not explicitly confirm.

1. Write the output file using the naming convention below.

Output

Generate a single Markdown file named NDA-{Party1}-{Party2}-{YYYY-MM-DD}.md with:

# Non-Disclosure Agreement
## {Mutual | One-Way | Employee | Vendor}

**Effective Date:** {date}
**Parties:** {Party 1} ("Disclosing Party") and {Party 2} ("Receiving Party")

---

### 1. Preamble and Recitals
{formal legal text}

> **Plain English:** {simple explanation}

### 2. Definition of Confidential Information
{formal legal text}

> **Plain English:** {simple explanation}

{... sections 3-15 ...}

---

### Signature Block
{signature lines with date and title fields}

---
**[VERIFY] Tags Summary:**
{list of all assumptions needing confirmation}

**Generated by:** Legal Assistant Plugin — Not a substitute for legal counsel.

Error Handling

Examples

Example 1: Mutual NDA for Partnership Discussion

Request: "Create a mutual NDA between Acme Corp and Beta LLC for exploring a joint venture"

Result: NDA-AcmeCorp-BetaLLC-2026-04-02.md with:

• Mutual obligations mirrored for both parties
• Scope: financial data, technical specifications, customer lists, strategic plans
• 2-year term, 3-year survival period
• Delaware governing law
• Plain English annotations on all 15 sections

Example 2: Employee NDA

Request: "Generate an employee NDA for a new software engineer joining our startup in California"

Result: NDA-TechStartup-JaneDoe-2026-04-02.md with:

• One-way structure (company discloses to employee)
• DTSA whistleblower immunity notice included
• No non-compete clause (California restriction noted)
• Invention assignment with prior invention exclusion schedule
• Indefinite survival for trade secrets

Resources

• SCORE NDA Templates — SBA-funded, free for commercial use
• CommonPaper Mutual NDA — CC BY 4.0 open standard
• Defend Trade Secrets Act (DTSA) — Federal trade secret protections
• California Business & Professions Code 16600 — Non-compete limitations
• ICC Model Confidentiality Agreement — International commerce standards