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Confidentiality Agreement

Draft Enforceable NDAs in Minutes, Not Hours

12 minutes with CaseMark

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12 minutes with CaseMark

What you'll need

  • Party Details & Transaction Summary

SOC 2 Type II · HIPAA compliant · $5 free credit

Workflow

Overview

CaseMark's Confidentiality Agreement skill uses AI to draft corporate NDAs and confidentiality agreements tailored for M&A transactions, due diligence processes, joint ventures, and licensing negotiations. It handles the full spectrum of NDA provisions—from confidential information definitions and exclusions to standstill clauses, non-solicitation restrictions, and equitable relief—producing a polished, enforceable agreement ready for review.

Drafting corporate NDAs for M&A and sensitive business discussions is deceptively time-consuming. Attorneys must carefully calibrate confidential information definitions, navigate mutual versus unilateral structures, and layer in protective provisions like standstill and non-solicit clauses—all while ensuring enforceability under the applicable governing law. This repetitive but high-stakes work consumes valuable hours that could be spent on substantive deal strategy.

CaseMark automates the heavy lifting of NDA drafting by generating comprehensive, transaction-specific confidentiality agreements from a few key inputs. The AI applies best-practice drafting conventions for CI definitions, exclusions, compelled-disclosure procedures, and protective provisions, producing a polished draft that attorneys can review and refine rather than build from scratch.

How it works

  1. 1. Provide party details, transaction type, and key deal parameters

  2. 2. AI structures the NDA as mutual or unilateral with tailored provisions

  3. 3. Review and customize confidential information scope, protective clauses, and terms

  4. 4. Export the finalized agreement in your preferred format (DOCX, PDF)

What you get

  • Header and Purpose Recitals

  • Confidential Information Definition and Exclusions

  • Core Obligations and Care Standards

  • Protective Provisions (Standstill, Non-Solicit)

  • Term, Return/Destroy, and Remedies

  • General Provisions and Signature Blocks

What it handles

  • Mutual or unilateral NDA structuring with automatic clause calibration

  • Comprehensive confidential information definitions with standard exclusions

  • Compelled-disclosure safe harbor procedures and notice requirements

  • Standstill, non-solicit, and non-circumvention provisions

  • Return-or-destroy obligations with certification requirements

  • Equitable relief and remedies clauses tailored to governing law

Required documents

  • Party Details & Transaction Summary

    Document containing the legal names, entity types, formation states, and addresses of all parties, along with a description of the proposed transaction or business discussion

    .pdf, .docx, .txt

Supporting documents

  • Existing NDA Template or Precedent

    A prior NDA or firm template to use as a style and structural reference for the new agreement

    .pdf, .docx

  • Term Sheet or LOI

    A letter of intent or term sheet providing additional context about the transaction scope and key commercial terms

    .pdf, .docx

Why teams use it

Reduce NDA drafting time from hours to minutes while maintaining the precision and enforceability required for high-stakes corporate transactions

Eliminate common drafting gaps with built-in coverage for compelled disclosure, return/destroy obligations, and securities law considerations for public companies

Ensure consistency across your deal pipeline with standardized yet customizable NDA structures that reflect current market practice

Accelerate deal timelines by generating transaction-ready confidentiality agreements at the earliest stages of pre-deal evaluation

Questions

Can CaseMark draft both mutual and unilateral NDAs?

Yes. CaseMark automatically adjusts the agreement structure, defined terms, and obligation clauses based on whether you need a mutual (bidirectional) or unilateral (one-way) NDA. Each version is fully calibrated for the selected disclosure direction.

Does the tool handle public company considerations like Reg FD?

Absolutely. When you flag that either party is publicly traded, CaseMark incorporates Regulation FD and material non-public information (MNPI) considerations, including appropriate securities law disclaimers and trading restriction language.

What types of transactions does this NDA skill cover?

CaseMark drafts NDAs for asset purchases, stock purchases, mergers, joint ventures, licensing negotiations, and general partnership explorations. The purpose clause and protective provisions are tailored to the specific transaction context you provide.

Can I customize standstill and non-solicit periods?

Yes. CaseMark allows you to specify custom durations for confidential information protection, standstill restrictions, and non-solicitation periods. You can also choose to omit these provisions entirely if they are not needed for your deal.

How does CaseMark handle compelled disclosure scenarios?

CaseMark includes detailed compelled-disclosure procedures covering subpoenas, court orders, and regulatory requests. The generated language includes notice requirements, cooperation obligations, and protective order provisions to minimize exposure of confidential information.

Is the output ready to execute or does it need legal review?

CaseMark produces a comprehensive, professionally structured draft that significantly accelerates the drafting process. However, we always recommend that qualified legal counsel review the final agreement before execution to ensure it meets your specific legal and business requirements.

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