Instant & handshake
Mutual NDA
Both named parties keep each other's non-public information confidential and use it only for a stated purpose, for a fixed term with the duty continuing after it ends.
Recital
The words each party hears or reads before consenting. Bracketed names are the fields below.
I, [party_a], agree with [party_b] that each of us will keep confidential the non-public information the other shares for this purpose: [purpose].
Each of us will use that information only for the purpose, share it only with people who need it and owe the same duty, and return or destroy it when asked.
These duties run for [term_months] months and continue afterward for information shared during that time, as the attached term clause says.
Any dispute is settled under the attached clauses.
I intend to be bound by these terms, and I give this consent on [date].
The date is filled when consent is recorded; [date] is not one of the fields.
Fields
| Field | Label | Type | Limits |
|---|
party_a | First party | Party | — |
party_b | Second party | Party | — |
purpose | Purpose of the disclosures | Text | up to 280 characters |
term_months | Term (months) | Whole number | 1 to 60 |
Clauses
Confidential Information means non-public information one party (the discloser) shares with the other (the recipient) in connection with this agreement, in any form. The recipient will use it only for the purpose of this agreement, share it only with its personnel and advisers who need it and owe a duty of confidence at least as strict as this one, protect it with at least reasonable care, and return or destroy it on the discloser's written request. Confidential Information does not include information that is or becomes public through no fault of the recipient, was lawfully known to the recipient before disclosure, is lawfully received from a third party without a duty of confidence, or is independently developed. The recipient may disclose information where law, regulation or a court order requires it, after giving the discloser prompt notice where the law allows.
This agreement starts on the date the last party consents and runs for [term_months] months. Either party may end it early by written notice if the other materially breaches it and does not cure the breach within 30 days of notice. Duties of confidentiality for information shared during the term continue for 24 months after the term ends, and for trade secrets for as long as they remain trade secrets. Payment obligations that arose during the term, or within any tail period this agreement sets, continue until paid.
This agreement is governed by the law of the jurisdiction selected for it when the parties consent, chosen from the jurisdictions listed for this template, without regard to that jurisdiction's conflict-of-laws rules. Where the selected jurisdiction is the United Arab Emirates, the governing law is the law of the Dubai International Financial Centre (DIFC). If no jurisdiction is selected, the law of the State of Wyoming applies.
Any dispute arising out of or relating to this agreement, including its formation, is finally resolved by confidential arbitration before a single arbitrator, seated in the jurisdiction whose law governs this agreement; where the selected jurisdiction is the United Arab Emirates, the seat is the Dubai International Financial Centre (DIFC). The arbitration follows rules the parties agree in writing or, failing agreement within 30 days of a written notice of dispute, the UNCITRAL Arbitration Rules. The language of the arbitration is English. Judgment on the award may be entered in any court with jurisdiction. Either party may ask a court for urgent interim relief to protect confidential information or preserve the status quo pending the arbitration.
Jurisdiction notes
The regime notes from the Legal-X jurisdiction dossiers, for each jurisdiction this template is written for.
Wyoming USWYDigital-asset property & DAO entitiesState law cannot override federal securities or banking law.
Delaware & Federal USDECorporate law + federal securitiesSecurities status turns on the facts of each offering — the ledger does not change it.
New York USNYCommercial law + DFS supervisionDoing virtual-currency business with New York residents needs a licence.
United Kingdom GBCommon-law property recognitionProperty status is settled; regulated activity is still FCA territory.
UAE — DIFC / ADGM / VARA AEDedicated digital-asset statutesFree-zone law and onshore UAE law are different systems — pick the zone deliberately.
Singapore SGSecurities framework + MAS pilotsProject Guardian is an industry pilot, not a licence.
