This page lists three turns, the messages you send to the AI one after another in the same chat, and then a check of the answer. Keep it open next to your chat. Each turn shows the next thing to paste, with the values you entered already filled in. Nothing is sent from this page, and your conversation stays in the AI tool you are using.
Full legal names and entity types on both sides.
Why the parties are exchanging information. This becomes the use restriction.
Drives survival period and the marking discipline the document imposes.
Law and forum your client will accept without negotiating.
Anything that changes the shape: signature deadline, public counterparty, required extras.
Watch for these throughout
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.