NDA Generator Skill | Agent Skills

NDA Generator

Overview

Generates professional non-disclosure agreements tailored to the specific relationship, jurisdiction, and scope of confidential information. Produces four NDA variants — mutual, one-way, employee, and vendor — each with 15 mandatory sections, plain English annotations, and jurisdiction-specific clauses. Templates are benchmarked against SCORE NDA patterns (SBA-funded) and CommonPaper NDA standards (CC BY 4.0).

Every generated section includes a > **Plain English:** annotation block so non-lawyers can understand the agreement without legal counsel.

Legal Disclaimer: This skill generates template documents for informational and educational purposes only. Generated NDAs are not a substitute for legal advice. All agreements should be reviewed by a licensed attorney before execution. Terms may need modification based on jurisdiction-specific requirements. No attorney-client relationship is created by using this tool.

Prerequisites

Names and addresses of all parties
Clear understanding of what information is being protected
Desired duration of confidentiality obligations
Governing law jurisdiction (state/country)

Instructions

Determine NDA variant. Ask the user which type is needed:
- Mutual NDA — Both parties share confidential information (partnerships, M&A discussions)
- One-Way NDA — Only one party discloses (pitching to investors, sharing trade secrets)
- Employee NDA — Employee access to company confidential information
- Vendor NDA — Third-party vendor/contractor access to business data
Gather party information. Collect from the user:
- Full legal names of all parties
- Entity types (individual, LLC, Corp, etc.)
- Addresses (for notice provisions)
- State of incorporation / governing jurisdiction
- Effective date
Define the scope of confidential information. Determine:
- Categories of protected information (technical, financial, customer, strategic)
- Specific exclusions the user wants (publicly known information, independently developed)
- Whether oral disclosures are included (with written confirmation requirement)
- Any carve-outs for specific data types
Set duration and terms. Establish:
- Term of the agreement (how long parties will share information)
- Survival period (how long confidentiality obligations last after termination)
- Typical ranges: 1-3 years for term, 2-5 years for survival
- Employee NDAs: often indefinite for trade secrets
Generate the 15 mandatory sections:

| # | Section | Purpose | |---|---------|---------| | 1 | Preamble & Recitals | Identifies parties and purpose | | 2 | Definition of Confidential Information | What is protected | | 3 | Exclusions from Confidential Information | Standard carve-outs | | 4 | Obligations of Receiving Party | Core duty of confidentiality | | 5 | Permitted Disclosures | Employees, advisors, legal requirements | | 6 | Use Restrictions | Information used only for stated purpose | | 7 | Term and Termination | Duration and how to end | | 8 | Return or Destruction of Materials | Post-termination obligations | | 9 | No License or Warranty | IP rights not transferred | | 10 | Remedies | Injunctive relief, damages | | 11 | Non-Solicitation (if applicable) | Employee/customer non-solicit | | 12 | Governing Law | Jurisdiction and choice of law | | 13 | Dispute Resolution | Arbitration vs. litigation | | 14 | General Provisions | Severability, waiver, entire agreement, assignment | | 15 | Signature Block | Execution by authorized representatives |
Add plain English annotations. After each section, insert a blockquote explaining in simple language what the section means and why it matters.
Apply variant-specific modifications:
- Mutual: Mirror all obligations for both parties
- One-Way: Clearly designate disclosing and receiving party roles
- Employee: Add invention assignment clause, post-employment survival, reference to DTSA (Defend Trade Secrets Act) whistleblower immunity notice
- Vendor: Add data handling requirements, subcontractor restrictions, audit rights
Insert [VERIFY] tags on any assumptions made about parties, jurisdiction, or scope that the user did not explicitly confirm.
Write the output file using the naming convention below.

Output

Generate a single Markdown file named NDA-{Party1}-{Party2}-{YYYY-MM-DD}.md with:

# Non-Disclosure Agreement
## {Mutual | One-Way | Employee | Vendor}

**Effective Date:** {date}
**Parties:** {Party 1} ("Disclosing Party") and {Party 2} ("Receiving Party")

---

### 1. Preamble and Recitals
{formal legal text}

> **Plain English:** {simple explanation}

### 2. Definition of Confidential Information
{formal legal text}

> **Plain English:** {simple explanation}

{... sections 3-15 ...}

---

### Signature Block
{signature lines with date and title fields}

---
**[VERIFY] Tags Summary:**
{list of all assumptions needing confirmation}

**Generated by:** Legal Assistant Plugin — Not a substitute for legal counsel.

Error Handling

| Error | Cause | Solution | |-------|-------|----------| | Missing party names | User did not provide names | Prompt for full legal names before generating | | Unknown jurisdiction | No governing law specified | Default to Delaware (US) or England & Wales (UK), add [VERIFY] tag | | Overly broad scope | User says "everything" | Suggest specific categories and ask for confirmation | | Employee in California | CA limits non-compete enforcement | Omit non-compete, note CA Business & Professions Code 16600 | | International parties | Cross-border complexity | Add choice of law clause, note Hague Convention considerations | | Missing entity type | User provides name without LLC/Corp | Add [VERIFY] tag, default to individual |

Examples

Example 1: Mutual NDA for Partnership Discussion

Request: "Create a mutual NDA between Acme Corp and Beta LLC for exploring a joint venture"

Result: NDA-AcmeCorp-BetaLLC-2026-04-02.md with:

Mutual obligations mirrored for both parties
Scope: financial data, technical specifications, customer lists, strategic plans
2-year term, 3-year survival period
Delaware governing law
Plain English annotations on all 15 sections

Example 2: Employee NDA

Request: "Generate an employee NDA for a new software engineer joining our startup in California"

Result: NDA-TechStartup-JaneDoe-2026-04-02.md with:

One-way structure (company discloses to employee)
DTSA whistleblower immunity notice included
No non-compete clause (California restriction noted)
Invention assignment with prior invention exclusion schedule
Indefinite survival for trade secrets

Resources

SCORE NDA Templates — SBA-funded, free for commercial use
CommonPaper Mutual NDA — CC BY 4.0 open standard
Defend Trade Secrets Act (DTSA) — Federal trade secret protections
California Business & Professions Code 16600 — Non-compete limitations
ICC Model Confidentiality Agreement — International commerce standards

Agent Skills: NDA Generator

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