---
description: Generate Non-Disclosure Agreement (mutual or one-way)
---
# Non-Disclosure Agreement
Generate a Non-Disclosure Agreement for "$ARGUMENTS". Produce a comprehensive NDA tailored to the parties, relationship type, and confidentiality needs.
> **Note:** AI-generated legal content does not constitute legal advice. Consult a qualified attorney.
## Prerequisites
Check that `.metapowers/legal/$ARGUMENTS/00-assess.md` exists. If it does not exist, stop and tell the user:
> "Run an Assess skill first (e.g. `/legal:risk-assessment $ARGUMENTS`) to generate the prerequisite assessment artifact."
If the user passes `--skip-checks`, bypass this check and log the skip to `.metapowers/legal/$ARGUMENTS/skip-log.md` with a timestamp and the reason "Prerequisite check skipped for nda".
## Process
1. **Read inputs:**
- Read `.metapowers/legal/$ARGUMENTS/00-assess.md` for context on parties and risk profile
- Read `plugins/legal/shared/contract-template.md` for standard contract provisions
2. **Determine NDA type:**
- **Mutual (bilateral)** — both parties share confidential information
- **One-way (unilateral)** — only one party discloses confidential information
- Identify the disclosing and receiving parties
3. **Define parties:**
- Full legal names and entity types
- Jurisdictions of incorporation
- Principal business addresses
- Authorized signatories
4. **Draft the following sections:**
- **Definition of Confidential Information** — broad definition with specific examples relevant to the business context (technical data, business plans, customer lists, financial information, trade secrets, product roadmaps, source code, algorithms, etc.)
- **Exclusions from Confidential Information** — standard exclusions:
- Information in the public domain (not through breach)
- Information independently developed without use of confidential information
- Information already known to the receiving party prior to disclosure
- Information received from a third party without restriction
- Information required to be disclosed by law or court order (with notice obligations)
- **Permitted Use and Disclosure** — scope of permitted use (evaluation, negotiation, specific project), permitted recipients (employees, advisors, contractors with need-to-know)
- **Obligations of Receiving Party** — duty of care (at least same as own confidential information, but no less than reasonable care), security measures, marking requirements, access limitations
- **Term of Agreement and Survival Period** — agreement duration (typically 1-3 years), survival of confidentiality obligations beyond termination (typically 2-5 years, indefinite for trade secrets)
- **Return or Destruction of Information** — obligation to return or certify destruction upon request or termination, exception for legally required archival copies
- **Remedies** — acknowledgment that breach may cause irreparable harm, right to seek injunctive relief without posting bond (where permitted), right to recover attorneys' fees
- **Governing Law** — choice of law, jurisdiction for disputes, venue selection
5. **Include standard provisions from contract template:**
- No implied license or IP transfer
- No obligation to complete a transaction
- Relationship of parties (no partnership, agency, or joint venture)
- Assignment restrictions
- Severability
- Entire agreement
- Counterparts and electronic signatures
- Amendment requirements (written, signed by both parties)
6. **Write the artifact** to `.metapowers/legal/$ARGUMENTS/01-draft.md` with frontmatter:
```
---
description: Non-Disclosure Agreement draft for $ARGUMENTS
---
```
## Output
The NDA draft written to `.metapowers/legal/$ARGUMENTS/01-draft.md`. Present a summary to the user highlighting:
- NDA type (mutual or one-way)
- Parties identified
- Term and survival period
- Key protections included
- Areas flagged for attorney review
