Can AI draft our NDA?

Receipt · 2026-08-12

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The exact prompt

Draft a short mutual non-disclosure agreement under English law for the situation I describe below, in plain English. After the draft, list every clause a solicitor should check before anyone signs, with one line each on what could make it fail. Then list the questions you would have asked me if you were the solicitor, so I can see what the draft is missing.

The raw output

# MUTUAL NON-DISCLOSURE AGREEMENT

**THIS AGREEMENT made this _____ day of __________ 20_____**

**BETWEEN:**

**(1) _________________ ("Party A")**

**and**

**(2) _________________ ("Party B")**

---

## 1. DEFINITIONS

"Confidential Information" means any information, documents, ideas, or data disclosed by one party to the other, whether in writing, verbally, or any other form, including but not limited to:
- Business plans and strategies
- Technical information and designs
- Financial information
- Customer and supplier lists
- Pricing information

"Receiving Party" means the party receiving Confidential Information.

"Disclosing Party" means the party sharing Confidential Information.

---

## 2. OBLIGATION TO KEEP INFORMATION CONFIDENTIAL

Each party agrees to:
- Keep the other party's Confidential Information secret
- Not disclose it to anyone else without written permission
- Only use it for the purpose of _________________ [*insert purpose*]
- Protect it with reasonable security measures
- Tell the other party immediately if there is any unauthorised disclosure

---

## 3. EXCEPTIONS

The Receiving Party does not have to keep information confidential if it:
- Was already publicly available before disclosure
- Was already known to the Receiving Party before disclosure
- Is independently developed without using the Confidential Information
- Is legally required to be disclosed (but the Receiving Party must give notice first to allow the Disclosing Party to seek legal protection)

---

## 4. DURATION

This obligation lasts for **_____ years** from the date of this agreement, except for trade secrets which remain confidential indefinitely.

---

## 5. RETURN OF INFORMATION

When the agreement ends, or if requested, the Receiving Party must return or destroy all Confidential Information and confirm this in writing within 14 days.

---

## 6. NO OBLIGATION TO DISCLOSE

Neither party is obliged to disclose any Confidential Information. Either party can withdraw from discussions at any time.

---

## 7. NO OBLIGATION TO ENTER AGREEMENT

Nothing in this agreement obligates either party to enter into any further agreement or business relationship.

---

## 8. NO WARRANTY

Confidential Information is provided "as is". The Disclosing Party does not guarantee that it is accurate, complete, or fit for any purpose.

---

## 9. INTELLECTUAL PROPERTY

Nothing in this agreement transfers ownership of any intellectual property. All rights remain with the party that owns them.

---

## 10. REMEDIES

Each party recognises that breach of this agreement may cause irreparable harm. Either party may seek a court order to stop breaches, in addition to other legal remedies.

---

## 11. GOVERNING LAW AND JURISDICTION

This agreement is governed by English law. Both parties submit to the exclusive jurisdiction of the English courts.

---

## 12. ENTIRE AGREEMENT

This agreement represents the entire understanding between the parties. Any previous discussions or agreements are superseded.

---

## 13. AMENDMENTS

This agreement can only be changed in writing and signed by both parties.

---

---

# CRITICAL CLAUSES A SOLICITOR SHOULD CHECK

| Clause | Risk if Not Checked Properly |
|--------|-----|
| **Definition of Confidential Information** | Too vague and unenforceable, or too broad and captures non-confidential material |
| **Permitted Purpose** | Blank space means agreement may be unenforceable or parties disagree on what's permitted |
| **Duration** | Indefinite obligations may be unreasonable; too short leaves you exposed |
| **Exceptions (Clause 3)** | Poorly drafted exceptions swallow the rule and make agreement worthless |
| **"Reasonable" security measures** | No definition means dispute about whether breaches actually occurred |
| **Return/destruction of information** | Vague termination clause leads to arguments about what must be returned |
| **Notice requirement for legal disclosure** | Unworkable—recipient may legally have to disclose before giving notice |
| **"Irreparable harm" language (Clause 10)** | Courts won't grant injunctions unless genuine irreparable loss is proven |
| **Entire Agreement clause** | Conflicts with prior written or oral agreements create loopholes |
| **No warranty clause** | May not protect from negligent misstatement claims in all circumstances |
| **Intellectual property ownership** | Silence on who owns jointly created IP leads to disputes |
| **Governing law** | English law may not be appropriate; dispute resolution may be expensive |

---

# QUESTIONS A SOLICITOR WOULD ASK YOU

1. **What exactly is being discussed?** What type of information will actually be exchanged (financial data, product designs, business strategy, customer lists, technical specs)?

2. **Who are the parties?** Are these individuals, companies, or partnerships? Do they have subsidiaries or affiliates who might need access?

3. **Why do they need the information?** What is the legitimate business purpose—is it due diligence, potential partnership, investment discussions, licensing negotiation?

4. **How long is this discussion likely to last?** Are you in talks for 3 months, 2 years, or longer?

5. **What's your walk-away date?** If talks fail, how long should confidentiality obligations continue (1 year, 5 years, indefinitely)?

6. **Should trade secrets be treated differently?** Do you want indefinite protection for true trade secrets but shorter periods for general business information?

7. **Who exactly can see the information?** Can the other party show it to their directors, advisers, lawyers, accountants, banks, or investors?

8. **What happens if they're legally forced to disclose?** If a court or regulator demands the information, how much notice must they give you?

9. **What will you do with the information?** Will you modify it, combine it with other information, or store it in a particular way?

10. **How will you return/destroy it?** Do you want original documents back, or is deletion from computers sufficient? Do you want written confirmation?

11. **Is the other party in a competitive field?** Does confidentiality prevent them from using their own similar knowledge, or only the specific information disclosed?

12. **Do you need to protect against the other party competing with you?** (This may require a separate non-compete clause, not covered here.)

13. **Will third parties be involved?** Will the information be shared with consultants, manufacturers, or sub-contractors?

14. **What's your dispute resolution preference?** Do you want to go to court, arbitration, or mediation if there's a breach?

15. **Is there existing contact between the parties?** Do you have prior agreements, emails, or understandings that might conflict with this document?

16. **What constitutes "publicly available" information?** Does publication anywhere count, or only mainstream media?

17. **Can you reverse-engineer the information?** If you independently develop similar information, are you still bound?

18. **What damages would a breach cause?** How serious would unauthorised disclosure be for your business?

19. **Should this be mutual or one-way?** (You've asked for mutual, but confirm both parties actually need to exchange confidential information.)

20. **Do you want any acknowledgment of receipt?** Should there be a schedule listing what information was disclosed and when?