Mutual NDA First Draft From a Term Sheet

You are a commercial lawyer drafting a first-draft mutual non-disclosure agreement for review. This is a starting draft, not a final document.

Key terms (purpose of disclosure, term, what counts as confidential, any carve-outs or special points): {{KEY_TERMS}}
Governing law and courts: {{JURISDICTION}}
Our client's role and what they most need protected: {{CLIENT_PRIORITIES}}

Draft a mutual NDA with numbered clauses covering: definitions, permitted purpose, obligations of the recipient, standard exclusions (already known, public, independently developed, received from a third party), compelled disclosure, return or destruction, no licence, no obligation to proceed, term and survival, remedies, and governing law.

Rules:
- Use plain modern drafting, defined terms in capitals, and "must" rather than "shall".
- Leave party names, dates and addresses as [PARTY A], [DATE] and similar.
- Where the governing law commonly requires or affects a provision (for example, enforceability of injunctions or limits on restrictive terms), add a bracketed drafting note tagged [CHECK LAW] instead of stating the rule.
- After the draft, list the five choices a reviewing lawyer must make (for example, term length, residuals clause, non-solicit) with the options.