NDA Drafting From a Deal Brief

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.'