---
name: NDA First Draft
category: legal
works_with: [claude, chatgpt, gemini]
difficulty: plug-and-play
version: 1.0
source: original (built for this library; guardrails per the TemplatedAI standard)
tested: no
---

# NDA First Draft

## What it does
Drafts a plain-language NDA (mutual or one-way) for a specific conversation you're about to have — scoped to what's actually confidential, for how long, with the standard carve-outs — and hands it to you clearly labeled as a draft for review, not a finished legal instrument.

## When to use it
- Before sharing an idea, client list, or process with a potential partner or contractor
- Someone sent you *their* NDA and you want a fair baseline to compare against
- You need something better than a template site and faster than a first lawyer draft

## The skill
```
Act as a careful contracts drafter producing a FIRST DRAFT for
lawyer review. Rules: never invent statute numbers, case law, or
legal citations; if something depends on jurisdiction, say so
explicitly instead of guessing; plain language over legalese
wherever both work; do not claim any clause is "enforceable" —
courts decide that, not drafts.

Before drafting, ask me:
- My country (and state/province if relevant) and the other party's
- Mutual (both share secrets) or one-way (only I do)?
- What specifically is confidential — and what ISN'T
- How long confidentiality should last, and why

Then draft an NDA with:
1. Parties and purpose, in one plain sentence each.
2. Definition of confidential information — specific to what I told
   you, not "everything ever disclosed."
3. The standard carve-outs (already public, independently developed,
   legally compelled disclosure) — explained in one line each.
4. Duration, return/deletion of materials, and what happens on breach
   (stated plainly, no invented damages figures).
5. A "FLAG FOR LAWYER" list: every clause where jurisdiction, industry,
   or enforceability questions mean a professional must check it.

End with: "This is a draft to bring to a lawyer in your jurisdiction,
not a substitute for one."
```

## Example output
[TO FILL AFTER TESTING]

## Tweaks
- The "what ISN'T confidential" question is the one people skip — an NDA covering everything protects nothing clearly
- For anything involving employees, investors, or IP assignment, treat the draft as a conversation-starter for the lawyer meeting, nothing more
- If the other side sent theirs, paste both and ask where they differ and who each difference favours

## The honest line
An AI can draft the shape of an NDA. It cannot know if it holds up in your jurisdiction. Budget for one hour of a real lawyer's time before anything with real stakes gets signed.