---
title: "Mutual confidentiality agreement (Australian law) with AI-tool use restrictions"
url: "https://ailawframework.com/precedents/commercial-and-corporate-advisory/mutual-confidentiality-agreement"
type: "precedent"
site: "AI Law Framework"
id: "a1-mutual-confidentiality-agreement"
area_id: "A1"
kind: "agreement"
ai_level: "yellow"
version: 1
law_stated_as_at: "2026-10-17"
---

# 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…

Canonical page: https://ailawframework.com/precedents/commercial-and-corporate-advisory/mutual-confidentiality-agreement  
Law stated as at: 2026-10-17

Site index for agents: https://ailawframework.com/llms.txt

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.

## Key facts

- Kind: Agreement. A contract between two or more parties.
- Practice area: [Commercial & Corporate Advisory](https://ailawframework.com/precedents/commercial-and-corporate-advisory.md)
- Jurisdictions: Australia
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-17
- Status: Maintained. Checked on 2026-10-17 against the 5 authorities it cites, for Australia.

## 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

## Authorities

- [Privacy Act 1988 (Cth) Sch 1, APPs 6, 8 and 11; s 26WE (eligible data breach)](https://www.legislation.gov.au/C2004A03712/latest/text)
- [Competition and Consumer Act 2010 (Cth) Sch 2 (Australian Consumer Law) ss 23, 24, 25 (unfair contract terms)](https://www.legislation.gov.au/C2004A00109/latest/text)
- [Competition and Consumer Act 2010 (Cth) s 45 (contracts, arrangements, understandings and concerted practices)](https://www.legislation.gov.au/C2004A00109/latest/text)
- [Corporations Act 2001 (Cth) s 1043A (insider trading)](https://www.legislation.gov.au/C2004A00818/latest/text)
- [Corporations Act 2001 (Cth) s 127 (execution by company)](https://www.legislation.gov.au/C2004A00818/latest/text)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/commercial-and-corporate-advisory/mutual-confidentiality-agreement and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*