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Pawel Huryn
67 lines
2.0 KiB
Markdown
67 lines
2.0 KiB
Markdown
---
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description: Draft a Non-Disclosure Agreement between two parties with jurisdiction-appropriate clauses
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argument-hint: "<parties and context>"
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---
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# /draft-nda -- NDA Drafting
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Draft a professional Non-Disclosure Agreement customized to your situation. Covers information types, jurisdiction, term, and clearly marks clauses that need legal review.
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## Invocation
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```
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/draft-nda Mutual NDA between our startup and a potential enterprise customer
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/draft-nda One-way NDA for a freelance contractor accessing our codebase
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```
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## Workflow
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### Step 1: Gather Context
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Ask:
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- Who are the parties? (company names and roles)
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- Mutual or one-way NDA?
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- What information is being protected? (trade secrets, code, business data, customer data)
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- Jurisdiction? (state/country for governing law)
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- Duration? (how long should confidentiality last)
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- Any specific concerns? (non-compete, non-solicit, IP ownership)
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### Step 2: Draft the NDA
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Apply the **draft-nda** skill:
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Generate a complete NDA covering:
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- Parties and recitals
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- Definition of confidential information (with specific examples)
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- Obligations of the receiving party
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- Exclusions (public knowledge, independent development, etc.)
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- Term and survival
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- Return/destruction of materials
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- Remedies
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- Governing law and jurisdiction
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- Standard boilerplate (severability, entire agreement, amendments)
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### Step 3: Deliver
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```
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## Non-Disclosure Agreement
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[Full NDA text with marked sections]
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### Clauses Requiring Legal Review
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| Clause | Why It Needs Review | Consideration |
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|--------|-------------------|--------------|
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### Plain-Language Summary
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[What this NDA means in simple terms for non-lawyers]
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```
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Save as markdown. Offer to export as DOCX for signing.
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## Notes
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- This is a starting point — always recommend review by qualified legal counsel
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- Mark any clause that involves significant legal risk with a ⚠️ flag
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- Include plain-language annotations so non-lawyers understand what they're agreeing to
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- Mutual NDAs are generally preferred — they're fairer and faster to negotiate
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