TEMPLATES & BUILDING BLOCKS
WHAT GOES INTO
YOUR AGREEMENT
Explore the default templates and building blocks available in NDA Lord today. Every agreement you generate is assembled from these pieces — no hidden clauses, no legal jargon you cannot inspect.
Custom templates for organisations — coming soon.
FOUNDATION
SECTIONS IN EVERY TEMPLATE
Regardless of which template or scenario you choose, every NDA generated by NDA Lord contains these nine core sections. Additional sections appear based on your clause selections.
Purpose
States the business reason for sharing confidential information. Bounds what the receiving party may use the information for.
Definition of Proprietary Information
Defines what counts as confidential — tangible or intangible, marked or contextually confidential.
Obligations of Receiving Party
Core confidentiality obligations: no unauthorised disclosure, same duty of care as own secrets, limit-of-use restriction.
Standard Exclusions
Carve-outs for information already public, independently developed, received from a third party, or required by law to disclose.
Term and Termination
Duration of the agreement (1 y / 2 y / 3 y / 5 y or a custom date) and what happens at expiry.
Return of Information
Obligation to return or destroy confidential materials on request or on termination.
No Licence
Confirms that sharing information does not grant intellectual-property rights or a licence to use it beyond the stated purpose.
General Provisions
Boilerplate covering entire agreement, severability, waiver, amendment, and no assignment.
Governing Law and Dispute Resolution
The law that governs interpretation and the mechanism (litigation or arbitration) for resolving disputes.
BASE TEMPLATES
MUTUAL, ONE-WAY & ADVISOR
These three templates differ in directionality of disclosure obligations and the set of clauses that are switched on by default. All share the nine base sections above.
Mutual NDA
Both parties share and receive.
USE CASE
Partnerships, joint ventures, technology integrations, and merger discussions where both sides disclose sensitive material.
DIRECTIONALITY
Both parties act simultaneously as Disclosing Party and Receiving Party. Each owes the other the same confidentiality obligations — the agreement is fully symmetric.
CLAUSES ON BY DEFAULT
Survival Clause
General Provisions
NOTABLE OPTIONAL CLAUSES
Non-Compete
Obligations — optional
Non-Solicitation
Obligations — optional
Penalty Clause
General Provisions — optional
Injunctive Relief
General Provisions — optional
One-Way NDA
One discloses, one protects.
USE CASE
Pitch decks, investor briefings, vendor evaluations, and any scenario where only one party is sharing proprietary information.
DIRECTIONALITY
Only the Disclosing Party shares confidential information. The Receiving Party bears all obligations. The flow of information is explicitly one-directional — the Receiving Party owes duties but does not benefit from reciprocal protections.
CLAUSES ON BY DEFAULT
Survival Clause
General Provisions
Remedies Extract
General Provisions
NOTABLE OPTIONAL CLAUSES
Non-Compete
Obligations — optional
Non-Solicitation
Obligations — optional
Advisor NDA
Tailored for consultants and external advisors.
USE CASE
Engagements with strategic advisors, fractional executives, independent consultants, and board observers who need deep access but whose role is advisory.
DIRECTIONALITY
Primarily one-directional (the client discloses to the advisor) but the non-solicitation and non-hire provisions run in both directions, and residuals are restricted so the advisor cannot exploit retained knowledge.
ADDITIONAL SECTIONS
Advisor-Specific Obligations
Additional duties specific to advisors: duty to notify if scope exceeds the purpose, enhanced conflict-of-interest acknowledgement, and record-keeping.
CLAUSES ON BY DEFAULT
Non-Solicitation
Obligations
No-Hire
Obligations
Survival Clause
General Provisions
Remedies Extract
General Provisions
NOTABLE OPTIONAL CLAUSES
Non-Compete
Obligations — optional
Residuals Clause
Standard Exclusions — optional
KEY DISTINCTION
ONE-WAY VS MUTUAL: WHAT ACTUALLY CHANGES
ONE-WAY
- —Party A (Disclosing Party) shares information; Party B (Receiving Party) only receives it.
- —Only Party B bears confidentiality obligations. Party A is free to share the same information with others.
- —Sections 2–5 reference "the Receiving Party" singularly.
- —Remedies Extract and Survival Clause are enabled by default because the risk exposure is one-sided and clearer.
MUTUAL
- —Both parties simultaneously act as Disclosing Party and Receiving Party.
- —Obligations in Sections 2–5 are symmetric — each party owes the other the same duty of care.
- —The Purpose section is broader, acknowledging bilateral exploration rather than a one-directional briefing.
- —Non-compete and non-solicitation are more complex in mutual context — be deliberate when enabling them.
PHASE 1 — DEFINE
PURPOSE SCENARIOS
Choosing a scenario pre-fills the Purpose clause and enables scenario-relevant default clause toggles. You can always override them in Phase 3.
PARTNERSHIP AGREEMENT
Software Development
Covers source code, architecture documents, API specifications, proprietary algorithms, roadmap details, and development processes shared between technology partners or between a client and a development agency.
CLAUSE DEFAULT
Residuals is on by default — developers retain the right to use general concepts in unaided memory, preventing accidental knowledge lock-in.
DISCUSSION & STRATEGY
General Business
A broad-purpose template for business discussions, strategy sessions, pilot negotiations, pricing conversations, and early-stage commercial relationships where specific categories are not yet defined.
No domain-specific clauses are pre-selected. You choose based on your situation.
INITIAL EXPLORATION
M&A Discovery
Designed for merger and acquisition due-diligence phases: financial statements, cap tables, IP portfolios, customer lists, trade secrets, and strategic plans shared between potential acquirer and target company.
Non-circumvention and injunctive relief are worth enabling here — circumvention risk is material in M&A contexts.
COLLABORATION CONTRACT
Freelance
Covers work-product briefs, creative assets, brand guidelines, client lists, and commercial terms shared between a client and an independent contractor or creative professional.
CLAUSE DEFAULT
Non-circumvention is on by default to prevent the contractor from going directly to the client's contacts discovered during the engagement.
PHASE 2 — JURISDICTION
WHAT JURISDICTION SETTINGS MEAN
The governing law country affects which clauses are enabled by default and how they are worded. The dispute method determines the enforcement mechanism.
Common-law jurisdictions (US, UK, Australia, Singapore…)
- —Injunctive Relief is on by default — courts recognise contractually-agreed equitable remedies.
- —Non-compete and non-solicitation clauses are enforceable but subject to reasonableness tests on scope, geography, and duration.
- —Arbitration awards are straightforwardly enforceable.
Civil-law jurisdictions (France, Germany, Japan, most of Latin America…)
- —Injunctive Relief is disabled by default — civil-law courts do not typically grant interim injunctions on contractual grounds alone.
- —Penalty clauses are common and enforceable, though courts may adjust manifestly excessive amounts.
- —Non-compete clauses are permissible but typically require compensation to the restricted party.
Korea (KR)
- —Penalty / liquidated damages clause is on by default — Korean Civil Code §398 explicitly recognises it.
- —Courts may reduce amounts deemed unreasonably excessive under the same provision.
Non-English primary-law jurisdictions (Quebec CA, China CN, UAE AE, Saudi Arabia SA…)
- —Language Primacy is on by default — translations are routine, so the English text is anchored as authoritative.
- —Arbitration is generally preferred over litigation for cross-border enforceability (New York Convention).
Dispute method: Litigation vs Arbitration
- —Litigation: disputes resolved in the courts of the chosen venue. Judgments are public; may be slower but suitable for domestic parties.
- —Arbitration: disputes resolved by a private tribunal (ICC, LCIA, SIAC, AAA-ICDR, or custom). Awards are confidential and enforceable in 170+ countries under the New York Convention.
- —The arbitration seat determines procedural law — it does not need to match the governing-law country.
PHASE 3 — CLAUSES
CLAUSE TOGGLE REFERENCE
Each toggle adds or removes a specific clause from the generated document. Expand any clause to see exactly what section it affects and what it says.
SECTION: OBLIGATIONS
SECTION: STANDARD EXCLUSIONS
SECTION: GENERAL PROVISIONS
NDA Lord generates documents based on your configuration but does not provide legal advice. Consult a qualified lawyer before executing any agreement, particularly for cross-border or high-value transactions.
READY TO BUILD YOUR NDA?
Start with one of the three templates above — takes under 5 minutes.