confidentiality-nda
Drafts enforceable confidentiality and non-disclosure agreements for corporate transactions, M&A, partnerships, and due diligence. Covers mutual and unilateral structures, defined-term confidential information, permitted disclosures, non-solicitation, standstill, return/destruction obligations, and equitable remedies. Use when drafting an NDA, confidentiality agreement, or mutual confidentiality agreement for business transactions.
Best use case
confidentiality-nda is best used when you need a repeatable AI agent workflow instead of a one-off prompt.
Drafts enforceable confidentiality and non-disclosure agreements for corporate transactions, M&A, partnerships, and due diligence. Covers mutual and unilateral structures, defined-term confidential information, permitted disclosures, non-solicitation, standstill, return/destruction obligations, and equitable remedies. Use when drafting an NDA, confidentiality agreement, or mutual confidentiality agreement for business transactions.
Teams using confidentiality-nda should expect a more consistent output, faster repeated execution, less prompt rewriting.
When to use this skill
- You want a reusable workflow that can be run more than once with consistent structure.
When not to use this skill
- You only need a quick one-off answer and do not need a reusable workflow.
- You cannot install or maintain the underlying files, dependencies, or repository context.
Installation
Claude Code / Cursor / Codex
Manual Installation
- Download SKILL.md from GitHub
- Place it in
.claude/skills/confidentiality-nda/SKILL.mdinside your project - Restart your AI agent — it will auto-discover the skill
How confidentiality-nda Compares
| Feature / Agent | confidentiality-nda | Standard Approach |
|---|---|---|
| Platform Support | Not specified | Limited / Varies |
| Context Awareness | High | Baseline |
| Installation Complexity | Unknown | N/A |
Frequently Asked Questions
What does this skill do?
Drafts enforceable confidentiality and non-disclosure agreements for corporate transactions, M&A, partnerships, and due diligence. Covers mutual and unilateral structures, defined-term confidential information, permitted disclosures, non-solicitation, standstill, return/destruction obligations, and equitable remedies. Use when drafting an NDA, confidentiality agreement, or mutual confidentiality agreement for business transactions.
Where can I find the source code?
You can find the source code on GitHub using the link provided at the top of the page.
SKILL.md Source
# Confidentiality Agreement (NDA) Drafts professional-grade NDAs for corporate transactions, M&A, partnerships, and sensitive business discussions. Supports mutual and unilateral structures. ## Quick Start Gather before drafting: 1. **Parties** — legal names, entity types, addresses; clarify subsidiary/parent relationships 2. **Transaction type** — acquisition, JV, licensing, partnership, or exploratory 3. **Direction** — mutual (both disclose) or unilateral (one-way) 4. **Sensitivity** — determines care standard, duration, standstill/non-solicit need 5. **Governing law** — jurisdiction for choice of law and venue ## Core Workflow ### 1. Header & Recitals - Title reflects mutual vs. unilateral; reference transaction if applicable - Effective date: typically date of execution - State specific transaction type and permitted scope of use - Include: "No obligation to proceed with any transaction" ### 2. Definition of Confidential Information **Include:** financial data, business plans, customer/supplier lists, technical IP, personnel info, trade secrets, and the existence of discussions themselves. **Standard exclusions:** - Public domain at time of disclosure or becomes public without breach - Already in receiving party's possession (written evidence required) - Independently developed (contemporaneous written records required) - Received from non-obligated third party All information qualifies regardless of marking. Best practice: mark written materials, confirm oral disclosures in writing within a reasonable period. ### 3. Obligations & Permitted Disclosures **Core obligations:** - Use solely for evaluating the stated transaction — no competitive use - Care standard: same as own confidential info, no less than reasonable care - No third-party disclosure without prior written consent **Permitted representatives** (need-to-know only): officers, directors, involved employees, attorneys, accountants, financial advisors, consultants. Representatives must be informed of obligations and bound by terms at least as restrictive. Receiving party is liable for representative breaches. **Compelled disclosure:** prompt written notice to disclosing party, cooperate to limit scope, disclose minimum required, seek confidential treatment. ### 4. Protective Provisions **Non-solicitation** (when appropriate): covers employees contacted or learned about during evaluation. Typically 1–3 years. Includes direct and indirect solicitation. **Standstill** (acquisitions, especially public targets): prohibits acquiring securities, proposing mergers, proxy solicitation, forming shareholder groups. Typically 6 months–2 years. Exceptions: board consent, unsolicited proposals, third-party acquisition announcements. **No obligation to transact:** binding commitments arise only from definitive written agreements. LOIs and term sheets non-binding except provisions expressly designated. ### 5. Term & Return/Destruction - Confidentiality duration: 2–5 years (3 typical); trade secrets indefinite - On written request or termination: return or destroy all materials, copies, excerpts, analyses, and derivatives - Reasonable steps to delete electronic copies; backups remain subject to obligations - Written certification by authorized officer confirming compliance ### 6. IP, Remedies & Boilerplate **IP disclaimers:** no license or rights granted by disclosure; no representations on accuracy/completeness. **Remedies:** breach causes irreparable harm; equitable relief (TRO, injunction) available without bond, in addition to damages. Consider prevailing-party fees and liquidated damages. **Governing law:** specified state, without conflicts-of-law principles. Exclusive jurisdiction in chosen venue. Consider jury waiver or arbitration. **Standard boilerplate:** entire agreement, written amendments only, no waiver by conduct, severability with reformation, no assignment without consent. ### 7. Execution Signature blocks: signature, printed name, title, date per party. Verify signatory authority. ## Pitfalls & Checks - **Mutual symmetry** — if mutual, all obligations must apply symmetrically to both parties - **Public companies** — address Regulation FD, insider trading, MNPI restrictions; coordinate standstill with securities counsel - **Cross-border** — address GDPR (EU parties), export controls, cross-border enforcement - **Electronic execution** — ensure E-SIGN Act / UETA compliance [VERIFY] - **Scope calibration** — exploratory partnerships need narrower terms than full M&A due diligence - **Do not** override legal compulsion to disclose (unenforceable) - **Do not** add standstill for private companies unless specifically requested
Related Skills
managing-substance-abuse-confidentiality
Applies 42 CFR Part 2 substance abuse confidentiality requirements with consent and disclosure protocols. Use when managing SUD records, applying Part 2 requirements, or handling substance abuse confidentiality.
employee-confidentiality-agreement
Drafts enforceable Employee Confidentiality and Security Agreements protecting trade secrets, proprietary information, and digital assets. Incorporates DTSA whistleblower notice, state-specific enforceability, NLRA carveouts, and data privacy compliance. Use when onboarding employees, updating confidentiality policies, or creating security agreements for data privacy and cybersecurity contexts.
confidentiality-severance-agreement
Drafts U.S. employment confidentiality and severance agreements combining separation compensation, broad claim releases, post-employment restrictions, and enforcement architecture. Handles OWBPA timing, DTSA notice, non-compete and non-solicit tailoring, non-disparagement, and unknown-claims waivers. Triggers on severance, separation agreement, release of claims, termination package, confidentiality waiver, non-compete, non-solicit, non-disparagement, OWBPA, arbitration clause, or DTA notice.
confidentiality-security-agreement
Drafts enforceable U.S. Employee Confidentiality and Security Agreements protecting proprietary information, trade secrets, and digital assets, with layered confidential-information definitions, security and acceptable-use obligations, incident reporting protocols, termination property-return procedures, and post-employment restrictive covenants. Incorporates state-specific enforceability standards, DTSA whistleblower immunity notice, and NLRA Section 7 savings clauses. Use when onboarding employees, updating confidentiality policies, or drafting NDA-style employment agreements (trigger keywords: confidentiality agreement, employee NDA, security agreement, trade secret, acceptable use, incident reporting, post-employment restrictions).
confidentiality-invention-assignment
Drafts U.S. Confidentiality and Invention Assignment Agreements (PIIA/CIIA) for employees or contractors. Covers DTSA immunity notice, present-tense invention assignment, prior-inventions schedule, return-of-property, and optional non-solicit/non-compete clauses with state-specific carve-outs. Use when onboarding workers, protecting IP, or forming a company. Trigger: confidentiality agreement, invention assignment, PIIA, CIIA, proprietary information, trade secrets, DTSA, prior inventions, work made for hire.
confidentiality-agreement
Drafts corporate NDAs and confidentiality agreements for M&A, due diligence, partnerships, JVs, and licensing negotiations. Handles mutual vs. unilateral structuring, CI definitions and exclusions, compelled-disclosure procedures, standstill and non-solicit provisions, return/destroy obligations, and equitable relief. Use when initiating any pre-deal evaluation or sensitive business discussion requiring enforceable confidentiality protections.
skill-name
Replace with a specific description of what this skill does and when to use it. Include keywords that help agents identify relevant tasks.
writing-surgical-consultation-notes
Creates structured surgical consultation responses with assessment and surgical candidacy determination. Use when responding to surgical consults, evaluating surgical candidates, or documenting surgical recommendations.
writing-operative-reports
Creates structured operative notes with findings, technique, specimens, and estimated blood loss. Use when dictating operative reports, documenting surgical procedures, or recording intraoperative findings.
writing-irb-submissions
Creates IRB submission packages with protocol summaries, consent forms, and risk-benefit analysis. Use when submitting to IRB, preparing ethics applications, or writing consent documents.
writing-grant-applications-research
Structures NIH/foundation grant applications with specific aims, significance, and innovation sections. Use when writing research grants, preparing NIH applications, or structuring grant proposals.
writing-admission-orders
Generates structured admission order sets with diagnosis-specific protocols and safety checks. Use when admitting patients, creating admission orders, or setting up inpatient care plans.