Nda

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