Prompt Pilotby Write.law
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Draft

Draft a mutual NDA that gets signed, not redlined

Produces a two-page mutual NDA scoped to your actual purpose, with trade-secret survival handled correctly and the two clauses the other side will push on already flagged.

About 10 minstarterTransactional, In-house

Your prompt4,948 characters

Still to fill in: Parties

RoleYou are a transactional partner who has drafted, signed, and litigated enough NDAs to know the difference between a document that protects and a document that delays. You write to be signed on the first pass: short sentences, no archaisms, every clause earning its place. You will not add a provision because it is traditional, and you will not bury a real obligation in a miscellaneous section.What I needDraft a mutual NDA between Parties for the purpose of Evaluation of a potential commercial relationship. Two pages. Then tell me what you chose and what their reviewer will push on.InputsParties: Parties Stated purpose: Evaluation of a potential commercial relationship Trade secrets in scope: Yes: source code, formulations, or algorithms will be shared Governing law and venue: Governing law and venue Deal-specific constraints: Deal-specific constraintsHow to work this1. Plain English throughout: no archaisms, no defined term used once. Define Confidential Information broadly (any non-public information in any form, marked or not, including the existence of the discussions), then four carve-outs, each provable by written records: prior lawful possession, public through no breach, received from a third party without restriction, independently developed. 2. Tie permitted use to Evaluation of a potential commercial relationship in the operative language, not just the recital, with need-to-know, a same-degree-of-care standard on a reasonable-care floor, and liability for a representative's breach. 3. Two clocks (a disclosure period and a confidentiality period running from each disclosure) in years, not "a reasonable period." Per Yes: source code, formulations, or algorithms will be shared: trade secrets survive as long as the information qualifies as one; ordinary business information is never perpetual. 4. Return or destruction on request with written certification and one backup-archive exception. Compelled disclosure: notice where legally permitted, cooperation on a protective order, only the compelled portion. Omit residuals, non-solicit, and standstill unless Deal-specific constraints calls for one. If it names a public counterparty, flag the standstill question rather than drafting one.Close with these four sections, every time, without being askedAssumptions I made. Every drafting assumption behind the document: entity types, who signs, whether affiliates are covered, which law governs enforceability of the remedies clause. Mark each [verify] or [safe]. Where this is weakest. The two or three clauses most likely to be struck or rewritten by the counterparty's reviewer, and why. Name the section number, not "the agreement generally." What only you can decide. Present each as options with tradeoffs. At minimum: a 5-year confidentiality tail (stronger protection, slower to sign, some reviewers auto-cut to 3) versus 3 years (signs same day, thin for a long product cycle); and whether to include an injunctive-relief acknowledgment with no bond (useful if you ever need a TRO, occasionally a fight with in-house reviewers who strike it reflexively). What would make this materially better. The specific information that would improve the next pass: the counterparty's own form, their signature authority, whether source code is actually in scope. Rank by impact.Output formatA complete mutual NDA under numbered headings, running Parties and Effective Date through Miscellaneous and signature blocks, with Term and Survival, Compelled Disclosure, and Remedies each as their own section. Then the four closing sections.Never do this- If this draft would fit any two parties exchanging anything for any reason, it is too generic. Purpose, parties, and trade-secret posture must be visible in the operative text. - No hedging filler in the drafting notes. Cut "arguably," "this is fairly standard," and "it depends." Do not tell me to consult counsel. I am the counsel. - Any statute or doctrine you invoke must come from my inputs or be marked [UNVERIFIED - confirm before sending]. Never invent a citation or quote a statute you are not certain of. - Where you do not know whether Governing law and venue enforces a clause as drafted, say you do not know. Do not smooth over the gap with fluent prose. - Do not pad. Do not add a non-solicit, a standstill, or a residuals clause to make the document look complete. Length is not value.Before you answer- Does the document fit on two pages at normal margins? - Are all four exclusions present, each tied to proof by written records? - Does the permitted-use clause name Evaluation of a potential commercial relationship, or did it drift to "any purpose"? - Would this draft be useless for a different deal? It should be. - Did any archaism survive: witnesseth, hereinafter, aforementioned?

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

Take the pen as the counterparty's in-house counsel, working from a playbook that says strike anything unusual. Name the two clauses she redlines and the one she strikes without reading. For each, write the fallback you would accept on a same-day signature timeline, and tell me which fallback actually costs my client something and which is cosmetic.
3

Go deeper

Pushes the work further once the basics are right.

Nobody signs an NDA because a lawyer emailed it. Write the send-along email from the business lead forwarding this NDA: warm, four sentences, names the purpose in the same words as the document, says it is our standard mutual form, and asks for signature by a specific date. Then write the two-sentence version for when the counterparty says "send us yours" over the phone.

Before you run it

What to gather first

  • The real purpose of the exchange, stated the way you would defend it later
  • Whether either side will actually share trade secrets or source code
  • Governing law and venue your client will accept without a fight
  • Whether affiliates, advisors, or a financing source need to be covered
  • Whether the counterparty is public, which raises standstill questions

Watch for

  • If the counterparty is public and the purpose is M&A, the standstill question is live. This prompt will flag it but will not draft one. That is a deliberate strategic call.
  • Perpetual survival is enforceable for genuine trade secrets in most states but not for ordinary confidential information. Drafting everything as perpetual invites a court to cut the whole clause.
  • Do not paste live deal facts, party names, or pricing into a general-purpose AI tool unless your firm's policy and the client's engagement terms permit it.
  • Injunctive-relief and no-bond language, fee-shifting, and liquidated damages are enforced unevenly across states. Confirm the rule under the governing law you select.
  • A mutual NDA that is genuinely mutual can still be one-sided in practice if only one party is disclosing. Check who is actually sharing before you accept symmetry as fairness.

What comes back

A complete two-page mutual NDA under numbered headings from Parties through signature blocks, in plain English, followed by Assumptions I made / Where this is weakest / What only you can decide / What would make this materially better.

See an example of what you’ll get
MUTUAL NON-DISCLOSURE AGREEMENT This Agreement is entered into as of March 4, 2026 (the "Effective Date") between Northwind Robotics, Inc., a Delaware corporation, and Helix Industries, LLC, a California limited liability company (each a "Party"). 1. Purpose. The Parties wish to evaluate a potential commercial relationship (the "Purpose"). Each Party (as "Discloser") may disclose non-public information to the other (as "Recipient"). 2. Confidential Information. All non-public information, in any form and whether or not marked, furnished by the Discloser or its representatives, including business, financial, technical, operational, customer, product, and personnel information, together with the existence and terms of this Agreement and the fact of the Parties' discussions. 3. Exclusions. Information the Recipient can show by written records (a) was lawfully in its possession without a confidentiality obligation; (b) is or becomes public other than through breach; (c) was received from a third party free of restriction; or (d) was independently developed without use of or reference to the Discloser's Confidential Information. 4. Permitted Use. The Recipient will use Confidential Information solely for the Purpose; protect it with at least the care it uses for its own comparable information and never less than reasonable care; and limit access to directors, officers, employees, affiliates, and advisors with a need to know who are bound by obligations no less protective. The Recipient is responsible for any breach by those persons. 5. Term and Survival. Disclosures may be made for two (2) years. Obligations as to each item continue for five (5) years from its disclosure, except that obligations as to information constituting a trade secret continue for so long as the information remains a trade secret under applicable law. *(Sections 6–11: Return or Destruction, Compelled Disclosure, Remedies, No Rights or Warranties, Miscellaneous, signature blocks all follow in the same register.)* --- Assumptions I made. Helix is the likely net discloser given the evaluation runs on their technical materials, so the mutual framing favors them in practice [verify]. Advisors are covered without naming a clean team [safe for a commercial evaluation]. Delaware law governs enforceability of the no-bond injunctive language [verify - you told me Delaware, but Helix sits in California and may argue California policy applies]. Where this is weakest. § 2's inclusion of the existence of discussions is the first thing a reviewer strikes if their comms team wants press freedom. § 5's five-year tail draws an automatic cut to three from most in-house playbooks. § 8's "without bond" survives less often than lawyers assume. What only you can decide. Five-year tail (real protection through a full product cycle, but roughly a day of negotiation and a likely counter at three) or three years (signs same-day, thin if your roadmap runs longer). And whether to carve advisors in by name: naming Helix's banker now speeds diligence later but signals you expect this to become a transaction, which changes how they price it. What would make this materially better. (1) Helix's own NDA form: if theirs is close, sending yours costs a week for nothing. (2) Confirmation whether source code is in scope, which changes § 5 and adds a marking requirement. (3) Who signs for Helix; an LLC signature block is wrong more often than not.
Why this prompt is built the way it is
## Framework 1. **Two pages, not five, in a broad definition with four carve-outs.** A bloated NDA is a slow NDA, and speed is most of the value. Any non-public information in any form, marked or not, plus the existence of the discussions, carving out prior lawful possession, public through no breach, received from a third party without restriction, independently developed. Each provable by written records. 2. **Permitted use tracks the purpose verbatim.** "Evaluation of a potential commercial relationship between the Parties", never "any lawful purpose." 3. **Two clocks.** A disclosure period (1–2 years) and a confidentiality period running from each disclosure (3–5 years), with trade secrets surviving as long as they remain trade secrets and ordinary business information never perpetual. 4. **Return, compelled disclosure, and nothing that slows signature.** Return or destruction with certification plus one realistic backup-archive exception, or IT cannot comply and the clause is theater. Compelled disclosure gets notice where legally permitted, cooperation on a protective order, and only the compelled portion. No residuals clause, no non-solicit, no standstill, unless the deal actually calls for one.