/nda-generator

name: nda-generator
description: Create appropriate non-disclosure agreements for different business contexts with balanced terms and proper scope definitions
license: MIT
metadata:
  author: ClawFu
  version: 1.0.0
  mcp-server: "@clawfu/mcp-skills"

NDA Generator

> Generate appropriate non-disclosure agreements tailored to specific business contexts, with balanced terms that protect both parties.

When to Use This Skill

• Starting vendor conversations
• Exploring partnerships
• Hiring contractors/consultants
• M&A due diligence
• Co-development discussions

Methodology Foundation

Based on **standard NDA frameworks** combined with:

• Context-appropriate scope definition
• Balanced mutual obligations
• Clear exception handling
• Practical enforcement provisions

What Claude Does vs What You Decide

| Claude Does | You Decide | |-------------|------------| | Suggests NDA type | Signing authority | | Drafts core terms | Jurisdiction | | Identifies key provisions | Term length | | Flags imbalanced terms | Business risk | | Creates custom clauses | Final review |

Instructions

Step 1: Determine NDA Type

**NDA Types:**

| Type | When to Use | Protection | |------|-------------|------------| | **Mutual (Bilateral)** | Both parties share | Equal obligations | | **One-Way** | Only one party shares | Receiving party bound | | **Multilateral** | Multiple parties | All parties bound |

**Selection Matrix:**

| Scenario | Recommended Type | |----------|------------------| | Partnership exploration | Mutual | | Vendor evaluation | One-way (you disclose) | | Client proposal | One-way (client discloses) | | M&A due diligence | Mutual | | Employee/contractor | One-way (you disclose) |

Step 2: Define Confidential Information

**Scope Options:**

| Scope | Definition | Risk Level | |-------|------------|------------| | **Broad** | All information shared | High (over-inclusive) | | **Marked** | Only labeled "Confidential" | Medium (may miss verbal) | | **Defined** | Specific categories listed | Low (clear boundaries) | | **Combination** | Written must be marked, oral confirmed | Best practice |

**Common Categories:**

• Technical specifications
• Business plans and strategy
• Customer/prospect lists
• Financial information
• Product roadmaps
• Pricing and costs
• Trade secrets

Step 3: Key Provisions

**Essential Elements:**

| Provision | Purpose | Standard Term | |-----------|---------|---------------| | Definition | What's protected | See scope above | | Obligations | What recipient must do | Reasonable care standard | | Permitted Use | Why they can access | Specific purpose stated | | Exceptions | What's not confidential | Public, prior knowledge, etc. | | Term | How long agreement lasts | 2-5 years typical | | Survival | How long confidentiality lasts | 3-5 years after disclosure | | Return/Destroy | What happens after | Certify destruction |

**Standard Exceptions:** 1. Publicly available (not through breach) 2. Already known by recipient 3. Independently developed 4. Received from third party (without breach) 5. Required by law (with notice)

Step 4: Balance Assessment

**Balanced vs. Overreaching:**

| Balanced | Overreaching | |----------|--------------| | Mutual obligations | One-sided duties | | Reasonable care standard | Strict liability | | Defined scope | "Any information" | | Specific purpose | Unlimited use | | Reasonable term | Perpetual | | Standard exceptions | No exceptions |

Step 5: Generate Document

**Output Structure:** 1. Parties and date 2. Background/Recitals 3. Definitions 4. Obligations 5. Permitted use and purpose 6. Exceptions 7. Term and survival 8. Return/destruction 9. Remedies 10. General provisions 11. Signatures

Examples

Example 1: Mutual NDA for Partnership Discussion

**Input:**

Create a mutual NDA for:
- Exploring a potential integration partnership
- Both companies are SaaS providers
- We'll share technical specs and business plans
- 12-month discussion period expected

**Output:**

## MUTUAL NON-DISCLOSURE AGREEMENT

---

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

**[YOUR COMPANY]**, a [State] corporation with its principal place
of business at [Address] ("Company A")

and

**[PARTNER COMPANY]**, a [State] corporation with its principal
place of business at [Address] ("Company B")

(each a "Party" and collectively the "Parties")

---

### RECITALS

The Parties wish to explore a potential business relationship
involving integration between their respective software platforms
(the "Purpose"). In connection with this evaluation, each Party
may disclose certain confidential and proprietary information to
the other Party.

---

### 1. DEFINITION OF CONFIDENTIAL INFORMATION

**1.1** "Confidential Information" means any non-public information
disclosed by one Party (the "Disclosing Party") to the other Party
(the "Receiving Party") in connection with the Purpose, including
but not limited to:

(a) Technical information: software architecture, APIs, source code,
    algorithms, product specifications, and development roadmaps

(b) Business information: business plans, strategies, customer lists,
    pricing, financial data, and partnership terms

(c) Any information marked "Confidential" or that would reasonably
    be understood to be confidential given its nature

**1.2** Confidential Information disclosed orally shall be confirmed
as confidential in writing within ten (10) business days of disclosure.

---

### 2. OBLIGATIONS

**2.1** The Receiving Party shall:

(a) Hold Confidential Information in strict confidence using at least
    the same degree of care used to protect its own confidential
    information, but no less than reasonable care

(b) Limit disclosure to employees and contractors with a need to know
    who are bound by confidentiality obligations at least as protective

(c) Use Confidential Information solely fo