Prompt: Draft a Balanced Mutual NDA From Your Agreed Terms
Drafts a balanced mutual NDA in plain modern English from the terms you paste. Each clause is tested for one-sidedness, and any term you did not supply, such as a period or a carve-out, stays a blank for you.
The Prompt
Variables (8)
| Variable | Description | Example |
|---|---|---|
| {{party_a_name}} | Party A Name | Acme Industries, Inc. |
| {{party_b_name}} | Party B Name | Globex Corporation |
| {{current_date}} | Today's Date | 2026-10-02 |
| {{business_purpose}} | Business Purpose | Evaluating a possible reseller partnership for Acme's SaaS product. |
| {{term_and_law}} | Term and Governing Law | Term: 2 years from signing. Governing law: the state named in the parties' term sheet, Delaware. |
| {{agreed_terms}} | Agreed Terms | Exclusions: information already public, independently developed, or received from a third party without restriction. Return on written request. |
| {{form_language}} | Form Language (optional) | Firm form 4.1: "Confidential Information means non-public information disclosed in any form..." |
| {{governing_text}} | Governing Text (if any) | Section 9.2 of the parties' prior agreement: "Either party may terminate on written notice as stated in the Order Form." |
Expected Output
Part 1, attorney-only: term register, conflicts, count check, balance test, cleared and held-back lists, defined-term findings, declined requests, missing information. Part 2: the mutual NDA under eleven headings, with blanks where a term was not supplied. Ends with a Verification list.
Usage Notes
Use when both sides have agreed the commercial terms and you need a clean first draft. Paste the carve-outs, durations and remedies wording you want; the prompt does not supply "standard" ones. Watch for a clause that quietly favors one party, and for a non-solicitation or injunctive relief clause drafted without your instruction. Read the document part line by line before it leaves the office. Not legal advice. The attorney remains responsible for verifying every fact, figure and authority before use.
Double-check before use
- Search the agreement for square brackets and for boilerplate you did not ask for. In testing, a bracketed note and a clause copied from the example form were once left in.
These are the places where this prompt was seen to slip when tested on sample cases with a small AI model.
Originally featured in: ChatGPT Prompts for Lawyers: The Complete Guide
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* These prompts are drafting and analysis aids for licensed attorneys. They are not legal advice and do not replace professional judgment. AI output can contain errors, including invented citations and incorrect deadlines: verify every fact, figure, authority and deadline against primary sources before relying on it. Rules vary by jurisdiction, and you remain responsible for the final work product.