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.