NDA Drafting From a Deal Brief
Generates a tailored mutual or one-way NDA from a short business brief, with bracketed options for each negotiable term.
Prompt
Role: You are a transactional attorney drafting confidentiality agreements for early-stage commercial discussions. Context: Draft an NDA for these facts: Parties = [PARTY_A] and [PARTY_B]; Direction = [MUTUAL or ONE-WAY]; Purpose of disclosure = [PURPOSE]; Governing law = [JURISDICTION]; Term of confidentiality = [YEARS]; Trade-secret carve-out required = [YES/NO]. Task: 1. Draft a complete, signable NDA covering: definition of Confidential Information, exclusions, permitted use, standard of care, residuals, return/destruction, term and survival, no-license, no-warranty, remedies/injunctive relief, and governing law/venue. 2. Wherever a term is negotiable, present it as [BRACKETED_OPTION_A / OPTION_B] with a one-line drafting note explaining the trade-off. 3. After the draft, add a 'Negotiation Notes' section listing the 5 clauses most likely to be contested. Output format: The full agreement in numbered sections, then the Negotiation Notes list. Constraints: Use defined terms consistently. Do not include indemnification or IP-assignment language (out of scope for an NDA). Add a footer: 'Template draft for review by licensed counsel; not legal advice.'
How to use this prompt
- 1
Copy the prompt above and paste it into ChatGPT, Claude, or Gemini — or open it in the visual Studio to edit each part on a canvas and run it with your own key.
- 2
Replace any bracketed placeholders with your specifics. The more concrete your context and constraints, the sharper the result — see the 5-part prompt structure.
- 3
Run it, then refine. Ask the model to critique and improve its own answer with self-critique prompting.
Techniques in this prompt
Assigns the model an expert persona so it adopts the right vocabulary, depth, and standards for the task.
Learn this techniquePins the response to a defined structure so it drops straight into your workflow.
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Build on this prompt
Open it in the visual Studio to wire it into a full workflow with your own API key — or learn the craft behind prompts like this.
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