Mutual NDA talking points

Agree on these before your counsel swaps paper.

• Purpose: diligence, partnership exploration, or pilot, be specific.
• Definition of confidential information and carve-outs (public, prior known, independently developed).
• Term of confidentiality after discussions end.
• Permitted disclosure: advisors, lawyers, affiliates on need-to-know.
• Return or destruction of materials if talks stop.
• Remedies: injunctive relief language is common, understand what it means locally.
• Law and venue: jurisdiction that matches both parties’ reality.