---
title: "Mutual nondisclosure agreement (United States commercial discussions)"
url: "https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-mutual-nda"
type: "precedent"
site: "AI Law Framework"
id: "a1-us-mutual-nda"
area_id: "A1"
kind: "agreement"
ai_level: "yellow"
version: 1
task_ids: ["A1-B6-2", "A1-T1-R1", "A1-T1-R2"]
law_stated_as_at: "2026-10-22"
---

# 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.

Canonical page: https://ailawframework.com/precedents/commercial-and-corporate-advisory/us-mutual-nda  
Law stated as at: 2026-10-22

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

## 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: United States
- AI level: Yellow. You and the tool draft together, with you directing. You check every statement you rely on.
- Law stated as at: 2026-10-22
- Status: Maintained. Checked on 2026-10-22 against the 3 authorities it cites, for United States.

## 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](https://ailawframework.com/practice/commercial-and-corporate-advisory/first-pass-review-of-nda-or-supply-terms-against-a-firm-playbook.md)
- [Draft a first-pass commercial contract from the term sheet](https://ailawframework.com/practice/commercial-and-corporate-advisory/draft-a-first-pass-commercial-contract-from-the-term-sheet.md)
- [Review and redline counterparty paper against the playbook](https://ailawframework.com/practice/commercial-and-corporate-advisory/review-and-redline-counterparty-paper-against-the-playbook.md)

## 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

## Authorities

- [18 U.S.C. § 1839(3) (Defend Trade Secrets Act definition of trade secret)](https://www.law.cornell.edu/uscode/text/18/1839)
- [18 U.S.C. § 1833(b) (immunity notice in agreements with employees, contractors and consultants)](https://www.law.cornell.edu/uscode/text/18/1833)
- [15 U.S.C. § 7001 (electronic signatures in interstate commerce)](https://www.law.cornell.edu/uscode/text/15/7001)

## 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/us-mutual-nda 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.*