Generate a Non-Disclosure Agreement (NDA)

The Non-Disclosure Agreement (NDA) prompt is designed to assist in creating a comprehensive and legally binding document that governs the protection and use of confidential and proprietary information. By inputting specific details, you can generate a customized NDA tailored to your unique requirements and agreements.

The prompt

Complete the text with the data entered in parentheses:Non-Disclosure Agreement {NDA}Between:{Disclosing Party} {the Disclosing Party}and{Receiving Party} {the Receiving Party}{collectively, the Parties and individually, a Party}Date: {Effective Date}WHEREAS, the Disclosing Party possesses certain confidential and proprietary information {the Confidential Information} that it wishes to disclose to the Receiving Party for the purpose of {Purpose};WHEREAS, the Receiving Party is willing to receive the Confidential Information on a confidential basis for such purpose;NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:Confidential InformationConfidential Information shall include, but is not limited to, any information, whether disclosed orally, in writing or in any other form, related to the Disclosing Party's business, technology, customers, vendors or other proprietary information, which is designated as confidential or would reasonably be deemed confidential given the nature of the information or the circumstances of disclosure.Obligations of the Receiving PartyThe Receiving Party shall: {a} hold the Confidential Information in strict confidence; {b} not disclose, or permit any employee, agent or third party to disclose, the Confidential Information to any person or entity without the prior written consent of the Disclosing Party; {c} use the Confidential Information solely for the Purpose; and {d} protect the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than a reasonable standard of care.ExceptionsThe Confidential Information does not include any information that: {a} is or becomes generally available to the public other than as a result of the Receiving Party's breach of this Agreement; {b} is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party, provided that such source is not bound by a confidentiality agreement with the Disclosing Party; or {c} is independently developed by the Receiving Party without reference to the Confidential Information.Return or Destruction of Confidential InformationUpon termination of this Agreement, or at any time upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy, at the option of the Disclosing Party, all copies of the Confidential Information in its possession or control, and shall certify in writing that it has done so.DurationThe obligations of this Agreement shall continue for a period of {Duration} years from the Effective Date, unless the parties agree in writing to a different duration.No License or Transfer of RightsNothing in this Agreement shall be construed as granting, either expressly or by implication, any license or transfer of rights in, to or under any intellectual property, know-how or other rights of the Disclosing Party, except as expressly stated in this Agreement.Governing Law and JurisdictionThis Agreement shall be governed by and construed in accordance with the laws of {Governing Law}, without regard to its conflicts of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in {Jurisdiction}.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.{Disclosing Party Signature}                 {Receiving Party Signature}{Disclosing Party Printed Name}              {Receiving Party Printed Name}{Disclosing Party Title}                     {Receiving Party Title}

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How to use this prompt

When formulating your NDA agreement, ensure that you provide the following information:

1. Details of the Disclosing and Receiving Parties: Include the full legal names, titles, and signatures of the involved parties.
2. Effective Date and Duration: Specify the date when the agreement comes into effect and the duration for which the obligations shall continue.
3. Purpose of Disclosure: Clearly define the purpose for which the confidential information is being disclosed.
4. Applicable Governing Law and Jurisdiction: Determine the governing law and jurisdiction in case of disputes.

Note: Modify the placeholders in the provided NDA template with the specific details relevant to your agreement.

Example of Input and Output

Input: "Complete the text with the data entered in parentheses:

Non-Disclosure Agreement (NDA)

Between:
[Your Company Name] [the Disclosing Party]
and
[Counterparty's Company Name] [the Receiving Party]
[collectively, the Parties and individually, a Party]
Date: [Effective Date]
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information [the Confidential Information] that it wishes to disclose to the Receiving Party for the purpose of [Purpose];
... (continues)"

Output: "Non-Disclosure Agreement (NDA)

Between:
[Your Company Name] [the Disclosing Party]
and
[Counterparty's Company Name] [the Receiving Party]
[collectively, the Parties and individually, a Party]
Date: [Effective Date]
WHEREAS, the Disclosing Party possesses certain confidential and proprietary information [the Confidential Information] that it wishes to disclose to the Receiving Party for the purpose of [Purpose];
... (continues)"

It's important to ensure that all specific details and terms relevant to the non-disclosure agreement are accurately incorporated. Review the generated NDA thoroughly to verify that the obligations, exceptions, and governing clauses align with the intended agreement. Seek legal advice and validation where necessary to ensure the NDA complies with applicable laws and regulations.