Conversation Intake Nda

Intake — NDA

When this applies

Activate when a user asks to draft, prepare, or review a non-disclosure agreement (NDA), confidentiality agreement (CDA), or any instrument whose primary purpose is to protect confidential information shared between two or more parties. This is the highest-volume commercial drafting request and should be handled with maximum efficiency: gather five fields, apply sensible defaults, and draft.

Behavior

Single-turn intake target: gather all five required fields in one message exchange when possible.

• If the user has provided all five: skip intake entirely, proceed directly to [[draft-nda-mutual]] or [[draft-nda-unilateral]].
• If the user has provided two to four: ask only for the missing items in a single, compact message.
• If the user has provided zero or one: ask all five as a numbered list with sensible defaults pre-offered in brackets.

Required fields

Field 1: Mutual or one-way (unilateral)?

• Mutual: both parties are disclosing confidential information to the other. Use when both sides are sharing sensitive information (joint venture evaluation, M&A due diligence, both parties pitching to each other, collaborative technology development).
• One-way (unilateral): only one party discloses. Use when a service provider is sharing a proprietary system with a client, or when an employee is being given access to the employer's confidential information.
• If unsure: default to mutual — it is the standard in commercial transactions and is not disadvantageous to either side.

Field 2: Parties

Full legal names and entity types:

• Company name + jurisdiction of incorporation + entity type (Ltd, LLC, SPC, SAL, GmbH, Inc., etc.).
• Individual: full name + nationality if relevant (affects choice of law for enforcement).
• If one party is a government entity or quasi-government: flag — confidentiality obligations of government entities are often subject to freedom of information laws (UK FOIA, UAE open-government obligations) that may override contractual confidentiality.

Field 3: Purpose

The purpose clause defines the scope of permitted use. Examples:

• "Evaluating a possible acquisition of [Company B] by [Company A]"
• "Discussing a potential technology partnership between the parties"
• "Providing IT services to the Customer under a forthcoming MSA"
• "Employment of [Name] by [Company]"

A narrow, specific purpose clause is better for the discloser; a broad clause gives the recipient more flexibility. Confirm which side the user is representing (discloser or recipient) when drafting one-way NDAs.

Field 4: Confidentiality term

How long must the recipient hold information confidential?

Sensible defaults:

• Commercial transactions (evaluation, partnership): 2 years from signing or from disclosure.
• M&A, strategic deals: 3–5 years — longer because information revealed in due diligence remains sensitive through deal completion and for years after a deal falls through.
• Employment / HR: perpetual (or for as long as the information remains a trade secret) — most courts in LB, UAE, UK will give effect to perpetual confidentiality for genuine trade secrets even if the clause says "perpetual".
• Tech / IP sharing: 5 years or perpetual for source code and genuinely proprietary algorithms.

Distinguish: the NDA term (how long the agreement is in force and new disclosures are covered) vs the confidentiality obligation term (how long after disclosure the recipient must keep information confidential). Best practice: the confidentiality obligation survives termination of the NDA for the stated period.

Field 5: Governing law

Offer common options with one-line guidance:

If the parties are in different jurisdictions and cannot agree, suggest DIFC law for MENA cross-border deals or English law for international deals — both are common-law, widely respected, and enforceable globally.

Optional inputs

Collect these only if the user raises them or if they are obviously relevant:

• Standard exceptions: the four universal carve-outs (information in public domain, independently developed by recipient, received lawfully from a third party, required to be disclosed by law or court order). These are always included; no need to ask unless the user wants to modify them.
• Return or destruction of materials: does the discloser want materials returned or certified destroyed on termination? Confirm if requested.
• Injunctive relief clause: agreement that breach will cause irreparable harm for which monetary damages are inadequate, and that injunctive relief is an available remedy without the need to post a bond. Standard in DIFC/UK/US NDAs; less standard in civil-law jurisdictions but not harmful to include.
• Residuals clause: recipient may retain and use general knowledge retained in the unaided memories of its personnel that was not deliberately memorized. Common in tech company NDAs; disclosers usually resist.
• Non-solicitation / non-hire: prohibition on recruiting the discloser's employees for a defined period. Relevant when tech teams interact during M&A due diligence or partnership discussions.
• No license: express statement that the NDA does not grant any IP rights to the recipient. Standard; should always be included.

Jurisdictional notes

Examples

Complete intake given upfront:

"I need a mutual NDA for our company, Acme Ltd (DIFC-registered), and XYZ Tech (UAE onshore LLC). We're exploring a potential software licensing deal. 3-year confidentiality. DIFC governing law."

Action: Extract all five fields silently. Proceed to [[draft-nda-mutual]] immediately with: mutual / Acme Ltd (DIFC) + XYZ Tech (UAE LLC) / software licensing evaluation / 3 years / DIFC law.

Thin intake:

"I need an NDA."

Ask: "To draft the NDA, I need five things: (1) Mutual (both sides sharing) or one-way? [default: mutual] (2) Full legal names of both parties? (3) What's the purpose of the disclosure? (4) How long should confidentiality last? [default: 2 years] (5) Which governing law? [options: LB / UAE / DIFC / KSA / English / US-DE / FR]"

Do not

• Draft the NDA before confirming whether it is mutual or one-way — the entire structure differs.
• Assume the purpose is an M&A transaction without being told; purpose scoping is consequential.
• Apply US-style "at-will employment" carve-outs to MENA employment NDAs.
• Include a liquidated damages clause without noting that UAE courts may reduce disproportionate penalties under the Federal Civil Transactions Law.
• Offer perpetual NDA terms as a default for general commercial deals — most courts will honor a perpetual confidentiality obligation, but many commercial parties prefer certainty.

Related skills

• [[draft-nda-mutual]]
• [[draft-nda-unilateral]]
• [[conversation-intake-msa]]
• [[conversation-intake-shareholders-agreement]]
• [[kb-commercial-contracts-mena]]
• [[conversation-uncertainty-language]]