NDA Drafting

Overview

Draft confidentiality terms for the actual disclosure relationship and purpose. Separate confirmed facts, proposed commercial choices, verified template material and unresolved legal questions; an NDA request does not authorize unrelated rights transfers.

Prerequisites

• Actual party identities/roles and selected notice contacts/addresses. Reuse approved details; do not default an unknown entity to an individual or infer incorporation, physical office or governing law from an address.
• Disclosure direction, purpose, information categories, intended recipients and supplied term/survival choices. Record material unknowns instead of inventing them.
• Any existing NDA/master agreement, selected template and requested draft/review paths, with current jurisdiction-specific questions identified for verification.

Use authorized inputs only. Do not disclose confidential material to outside services, contact counterparties, sign, send or file an agreement while drafting it.

Instructions

1. Use Glob in the selected location if discovery is needed, then Read supplied agreements and party/term records. Use Grep to locate relevant definitions, confidentiality and precedence provisions, then Read their context. Preserve originals and reuse existing decisions rather than repeating discovery.
2. Choose the disclosure structure: mutual, one-way or an expressly identified multiparty structure. Employee/vendor are relationship contexts, not automatic proof of one-way disclosure or permission to add unrelated obligations.
3. Define the permitted purpose, information scope, relevant exclusions, handling duties and actual recipient needs. Distinguish disclosure duration from how long particular obligations continue. Do not insert standard year ranges, indefinite duties or a default jurisdiction as if the user selected them.
4. Select relevant candidate sections. Keep obligations coherent with the chosen direction and information categories. Check actual retention/backups and required-record limitations before promising destruction of every copy. Do not guarantee court remedies or legal enforceability.
5. Do not automatically add invention assignment, non-compete, non-solicitation, audit rights or a new IP license because the relationship is employment or vendor-related. If explicitly requested, identify the separate choice, scope, interactions and applicable-law questions before drafting those terms.
6. Identify any protected-disclosure, statutory-notice or other jurisdiction-specific questions relevant to the actual relationship. Verify current applicable primary authority before asserting a rule or copying a notice. If unavailable, keep the issue unresolved rather than substituting a generic employee clause.
7. For a selected template, inspect actual text/version and license, preserve needed attribution, and record modifications. Do not claim benchmarking that was not performed or call changed wording an unchanged standard. Keep original proposed wording distinct from sourced template material.
8. Use Write for the requested NDA draft and a separate review/decision record at chosen paths. Suggested new names are nda-{matter-slug}.md and nda-review-{matter-slug}.md. Read existing destinations before replacing them. Keep explanatory notes outside operative copy unless an annotated draft was requested, and leave signature fields unexecuted.

Output

A confidentiality draft with relevant sections, consistent roles/definitions, actual supplied contacts/dates and explicit draft status where choices remain. The separate review record lists source inputs, disclosure structure, provided and proposed terms, template/version/license, modifications and unresolved facts or legal questions, with clause-linked explanations when requested.

Do not invent party approval, effective date, signature or legal suitability. Generating a draft does not execute the agreement, transfer rights, establish an attorney-client relationship or authorize sending it for signature.

Error Handling

Examples

Mutual discussion: Two identified companies exchange product and commercial information for a stated evaluation. Draft matching reciprocal duties from the provided scope and term choices; do not silently select Delaware or a two-year term.

Employee-context NDA: Draft requested confidentiality terms and identify any applicable protected-disclosure/notice questions. Do not add invention assignment or a non-compete merely because the reader is an employee.

Vendor access: Identify which information the vendor actually receives and which representatives need access. Keep any processing agreement, audit program or IP transfer as a distinct requested scope rather than pretending an NDA proves all those obligations are satisfied.

Resources

• NDA sections, decisions and template provenance
• Supplied party records, purpose, commercial choices and existing agreements.