NDA template drafted for your exact deal
You are about to share a product idea, a client list or source code with someone, and a generic NDA from a search result does not fit. This prompt has your todo.is agent draft a clean non-disclosure agreement for your situation, mutual or one-way, with a plain-English summary of every clause, as an editable Word file.
The prompt
- Draft a non-disclosure agreement between [YOUR COMPANY OR NAME] and [OTHER PARTY]. It should be a [MUTUAL OR ONE-WAY] NDA for this purpose: [WHY YOU ARE SHARING INFORMATION]. Confidentiality should last [DURATION] and the governing law should be [COUNTRY OR STATE]. Include: a clear definition of confidential information, the standard exclusions (public info, already known, independently developed, received from a third party), permitted use, return or destruction of materials, no license granted, remedies including injunctive relief, and signature blocks. Keep it to about 2 pages in plain English. Save it as a Word file, add a short summary table explaining each clause in one line, and list anything I should ask a lawyer to check.
What to change
- [YOUR COMPANY OR NAME]: Your legal name or company name and address, e.g. "Northwind Labs LLC, 12 Harbor St, Austin, TX".
- [OTHER PARTY]: Who signs with you, e.g. "Kestrel Manufacturing Ltd" or a freelancer's full name.
- [MUTUAL OR ONE-WAY]: "Mutual" if both sides share secrets, "one-way" if only you disclose.
- [WHY YOU ARE SHARING INFORMATION]: The purpose, e.g. "evaluating a manufacturing partnership" or "a developer building our app".
- [DURATION]: How long secrets stay protected, e.g. "3 years". Trade secrets can be "for as long as they remain secret".
- [COUNTRY OR STATE]: Whose law applies, e.g. "Texas, USA" or "England and Wales".
Example result
- Mutual Non-Disclosure Agreement (sample draft)
- This Agreement is made on [date] between Northwind Labs LLC ("Northwind") and Kestrel Manufacturing Ltd ("Kestrel"), each a "Party".
- 1. Purpose. The Parties want to share information to evaluate a possible manufacturing partnership (the "Purpose").
- 2. Confidential Information. Any non-public business, technical or financial information disclosed by one Party to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential. This includes designs, prototypes, pricing, customer lists and source code.
- 3. Exclusions. Information is not confidential if it (a) is or becomes public through no fault of the receiving Party, (b) was already known to the receiving Party, (c) is independently developed without use of the disclosed information, or (d) is lawfully received from a third party without a duty of confidentiality.
- 4. Obligations. The receiving Party will use Confidential Information only for the Purpose, protect it with at least reasonable care, and share it only with employees and advisers who need to know and are bound by similar duties.
- 5. Required disclosure. If the law or a court requires disclosure, the receiving Party will give prompt notice (where allowed) and disclose only what is required.
- 6. Term. This Agreement covers disclosures made in the next 12 months. Duties last 3 years from each disclosure, and for trade secrets as long as they remain secret.
- 7. Return of materials. On request, each Party will return or destroy Confidential Information and confirm this in writing.
- 8. No license, no obligation. Nothing here grants any license or requires either Party to enter a further agreement.
- 9. Remedies. A breach may cause irreparable harm, so the disclosing Party may seek injunctive relief in addition to other remedies.
- 10. Governing law. Texas, USA.
- Signature blocks: name, title, date for each Party.
- Points to check with a lawyer
- • Whether 3 years is enough for your industry
- • Non-solicitation of employees (left out on purpose)
- • Whistleblower notice language required in some US states and federal law
- • Whether the other party's affiliates should be covered
How to do it with todo.is
- Copy the prompt and fill in both parties, the purpose, the term and the governing law.
- Paste it into todo.is on the Today screen, or send it to your agent on WhatsApp or Telegram.
- Attach the other side's NDA if they sent one and ask your agent to compare it with your draft.
- Download the Word file, read the summary table, and ask for changes like "make it one-way" or "add non-solicitation".
Tips for a better result
- Use a mutual NDA when both sides will share sensitive details. A one-way NDA is fine when only you disclose, for example to a freelancer.
- Define the purpose narrowly. "Evaluating a partnership" protects you better than "any business purpose".
- Keep the standard exclusions. An NDA that tries to cover public information looks unreasonable and is harder to enforce.
- Ask your agent to remember your company details so the next NDA only needs the other party and purpose.
- This is a draft, not legal advice. Have a lawyer review it for your country or state, especially for high-value deals.
NDA template: FAQ
- What is the difference between a mutual and a one-way NDA? A mutual NDA protects information both parties share. A one-way (unilateral) NDA protects only the disclosing party, which suits hiring a contractor or pitching to a manufacturer.
- How long should an NDA last? Many business NDAs protect information for 2 to 5 years. Trade secrets are often protected for as long as they stay secret.
- Is an NDA legally binding without a lawyer? An NDA signed by both parties is usually a binding contract, whoever drafted it. Enforceability depends on local law and reasonable terms, so a lawyer review is wise for important deals.
- Can my agent review an NDA someone sent me? Yes. Attach the PDF or Word file and your agent explains each clause, flags unusual terms like long durations or non-competes, and suggests edits. It is not legal advice.
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