Agreement · Commercial & Corporate Advisory

Mutual confidentiality agreement (Australian law) with AI-tool use restrictions

Original Australian-law mutual NDA for commercial discussions. It covers permitted use and disclosure, personal information and data breaches, return or destruction, and when confidential information may be put into AI tools.

Kind
Agreement. A contract between two or more parties.
Where it applies
Australia
AI use
Yellow AI can help in set ways. A lawyer checks specific points before use.
Law stated as at
17 October 2026
Status
Maintained. Checked on 17 October 2026 against the 5 authorities it cites, for Australia.
Version
1
Source
Written for this library

When to use it

Use before two businesses exchange confidential information to explore a deal, supply or collaboration. For a listed target, a process with competitors or one-way disclosure, use the optional clauses or a dedicated deal NDA.

How AI may be used

AI may compare a counterparty NDA with this form and suggest mark-up. A lawyer decides which positions to accept for the client.

AI may

  • Produce a clause-by-clause comparison of the counterparty’s NDA against this precedent and the client’s playbook
  • Suggest drafting for gaps such as missing AI-tool or personal information clauses
  • Check defined terms, cross-references and party details

AI must not

  • Must not accept or reject counterparty changes on the client’s behalf
  • Must not load the counterparty’s confidential information into a tool that breaches the very restrictions being negotiated
  • Must not remove the Privacy Act or securities clauses without lawyer review

The lawyer checks

  • Purpose clause is narrow enough to protect the client and wide enough for the actual project
  • AI-tool clause matches the tools each party will actually use
  • Competition, insider trading and unfair contract terms risks considered for this counterparty

Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.

Authorities

Read the full text

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