Agreement · Commercial & Corporate Advisory
Mutual nondisclosure agreement (United States commercial discussions)
Mutual nondisclosure agreement for two businesses exploring a US commercial deal. It limits use and disclosure, tracks the Defend Trade Secrets Act definition of a trade secret, and restricts AI tools.
- Kind
- Agreement. A contract between two or more parties.
- Where it applies
- United States
- AI use
- Yellow You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at
- 22 October 2026
- Status
- Maintained. Checked on 22 October 2026 against the 3 authorities it cites, for United States.
- Version
- 1
- Source
- Written for this library
When to use it
Use before two businesses exchange confidential information to explore a supply, collaboration or other commercial relationship governed by US law. For a sale process, a public-company target or a one-way disclosure, use the deal-process form and the optional clauses. If an individual contractor is a party, add the employee immunity notice.
Used for these tasks
- First-pass review of NDA or supply terms against a firm playbook
- Draft a first-pass commercial contract from the term sheet
- Review and redline counterparty paper against the playbook
Each task page says how far AI may help with the task and what the lawyer must review.
How AI may be used
AI may compare a counterparty draft with this form and fill party names from the matter sheet. The lawyer decides the purpose, the AI-tool position and governing law before anyone signs.
AI may
- Compare a counterparty nondisclosure draft with this form and list missing or one-sided clauses
- Fill party names, addresses and the purpose from the approved matter sheet
- Check defined terms, cross-references and signature blocks
AI must not
- Must not accept or reject the other side's changes
- Must not put the other party's confidential information into a tool that this agreement would forbid
- Must not drop the trade-secret or AI-tool clauses without the lawyer deciding that
The lawyer checks
- The purpose is wide enough for the real project and no wider
- If any party is an individual contractor or consultant, the 18 U.S.C. § 1833(b) notice is added
- Governing law and the AI-tool settings match what each party will actually use
Method: how the Green, Yellow and Red levels are decided. This is guidance for planning, not legal advice.
Read the full text
The full text is available after you log in. It is free. When you log in you can:
- read the whole precedent, with its drafting notes beside it;
- copy it, or download it as a Word file or Markdown;
- add it to your firm’s knowledge base, so colleagues can find it;
- let the AI tools you connect read it from that knowledge base.
The summary, the law it rests on and the AI-use guidance above stay public. Privacy.
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