sure-scale/doc-haus/playbook-nda

This is an executable firm playbook for mutual non-disclosure agreements governed by US law. The contract-type and jurisdiction tags for every position below come from this header (mutual NDA; US-state governing law).

Each ## section is one clause type, stated on a fixed schema so the redline tool can paste the firm text byte-exact, the deterministic lint can detect deviation, and document-reviewer can band each clause:

• Preferred — the firm's default opening position. Text inside an

``approved fence is the firm-approved replacement text — copy it byte-exact into the redline tool's replacement` arg.

• Fallbacks — acceptable rungs below Preferred, each introduced by the

"when" condition that justifies offering it (the "offer when" trigger). Text inside an ```approved-fallback fence is the firm's fallback text, to be used only when its stated condition is met.

• Unacceptable — the walk-away floor: the position the firm does not concede

below without a human decision.

• Rationale — why the position sits where it does.

These positions are firm-configurable defaults, calibrated to be market-balanced rather than aspirational. The matter's .dochaus/profile.md (see the firm-profile skill) overrides any Preferred, fallback, or floor here; where it is silent, these defaults apply. When a counterparty term sits at or below the Unacceptable floor, do not concede: escalate to the supervising lawyer for the matter, or to the contact named in the profile's Escalation Rules. The escalation is addressed to that role, not a named person, so the position outlasts any individual assignment.

Jurisdiction guard: Every position and fence in this playbook states a US-law position drafted for agreements governed by the law of a US state. Before applying any position, locate the agreement's governing-law clause. If the agreement is governed by the law of a non-US jurisdiction, or governing law is absent or cannot be determined, stop: do not present these positions or fences as firm-approved redlines. Warn the user that the bound playbook covers US-law mutual NDAs only and ask how to proceed.

oneNDA recognition: oneNDA (https://www.onenda.org/) is a widely adopted standard-form mutual NDA whose body is fixed and which is negotiated only through its variable fields (parties, purpose, confidentiality period, term, governing law and jurisdiction). If the counterparty's paper is an unmodified oneNDA — identifiable by the oneNDA name and branding on the document and the fixed body paired with that short variables section — accept the body as-is and negotiate only the variable fields. Do not redline the oneNDA body text, and never copy oneNDA text into this playbook or any firm document (it is licensed CC BY-ND, which prohibits derivatives). If the body has been modified from the standard form, treat the document as ordinary counterparty paper and apply this playbook normally, subject to the jurisdiction guard above.

Several sections below adapt language from the Bonterms Playbook for the Bonterms Mutual NDA (https://bonterms.com/resources/nda-playbook), which Bonterms publishes as public domain ("free to use, modify, or distribute," with the condition that use may not imply Bonterms' endorsement); defined terms have been conformed to this playbook's "Disclosing Party"/"Receiving Party" vocabulary.

Definition of confidential information

Preferred: Confidential information is defined broadly to cover all non-public business, technical, and financial information disclosed in any form, whether or not marked as confidential.

"Confidential Information" means all non-public information disclosed by or on
behalf of a party (the "Disclosing Party") to the other party (the "Receiving
Party"), in any form and whether or not marked or identified as confidential,
including business, technical, financial, commercial, product, and customer
information, together with the existence and terms of this Agreement and the
fact that discussions between the parties are taking place. Information disclosed
orally or visually need not be summarized in writing to qualify as Confidential
Information.

Fallbacks: when the counterparty requires marking as a condition of protection for written disclosures.

"Confidential Information" means all non-public information disclosed by or on
behalf of the Disclosing Party to the Receiving Party that is either marked or
identified as confidential at the time of disclosure, or that a reasonable
person would understand to be confidential given the nature of the information
and the circumstances of disclosure. The terms of this Agreement and the
existence of discussions between the parties are Confidential Information
regardless of marking.

Unacceptable: definition limited to information marked "Confidential" in writing with no reasonable-person catch-all; exclusion of the terms and existence of the Agreement from protection.

Rationale: A marking-only definition leaves oral disclosures and unmarked materials unprotected, which is the most common leakage point in diligence.

Confidentiality term

Preferred: Confidentiality obligations survive for three years from the date of disclosure, with trade secrets protected for as long as they remain trade secrets under applicable law.

The Receiving Party's obligations under this Agreement with respect to each item
of Confidential Information shall survive for a period of three (3) years from
the date that item was disclosed. Notwithstanding the foregoing, Confidential
Information that constitutes a trade secret under applicable law shall remain
subject to the obligations of this Agreement for as long as such information
remains a trade secret.

Fallbacks: when the counterparty insists on a single fixed term and rejects an open-ended trade-secret carve-out.

The Receiving Party's obligations under this Agreement shall survive for a
period of five (5) years from the date of disclosure of each item of
Confidential Information, after which such obligations shall expire.

Unacceptable: a term shorter than two years; an unqualified perpetual confidentiality obligation covering all information rather than only trade secrets.

Rationale: Three years matches the clause-library balanced position; collapsing trade secrets into a fixed term forfeits indefinite statutory protection, while perpetual blanket terms are administratively unworkable.

Exclusions

Preferred: Standard exclusions for information that is public, independently developed, already known, or lawfully received from a third party without a duty of confidentiality.

Confidential Information does not include information that the Receiving Party
can demonstrate by competent evidence: (a) is or becomes generally available to
the public other than through a breach of this Agreement by the Receiving Party;
(b) was rightfully known to the Receiving Party without restriction prior to its
disclosure by the Disclosing Party; (c) is independently developed by the
Receiving Party without use of or reference to the Confidential Information; or
(d) is rightfully received by the Receiving Party from a third party without a
duty of confidentiality and without breach of this Agreement.

Unacceptable: an exclusion for information the Receiving Party "believes" to be public; omission of the "without use of or reference to" qualifier on independent development; an exclusion for information disclosed to the Receiving Party's affiliates.

Rationale: These four exclusions are the universally accepted set; broadening them (especially weak independent-development language) lets a receiving party launder protected information out of scope.

Return or destruction

Preferred: On request or termination, the Receiving Party returns or destroys Confidential Information and certifies destruction, with a limited carve-out for archival and legal-hold copies that remain subject to confidentiality.

Upon the Disclosing Party's written request or upon termination of this
Agreement, the Receiving Party shall promptly return or destroy all Confidential
Information in its possession or control and, upon request, certify such
destruction in writing. The Receiving Party may retain copies of Confidential
Information to the extent required by applicable law, regulation, or bona fide
internal record-retention policy, and copies created by routine automated backup
systems, provided that all such retained copies remain subject to the
confidentiality obligations of this Agreement for so long as they are retained.

Unacceptable: no destruction-certification obligation; an unlimited retention right untethered from law or routine backup; retained copies released from confidentiality obligations.

Rationale: The retention carve-out should be narrow and explicitly keep retained copies under obligation; an open-ended retention right defeats the return remedy.

Permitted disclosures

Preferred: Disclosure compelled by law or legal process is permitted, subject to prompt notice to the Disclosing Party (where lawful) and cooperation to seek protective treatment.

If the Receiving Party is required by law, regulation, or valid legal process to
disclose any Confidential Information, it may do so provided that, to the extent
legally permitted, it gives the Disclosing Party prompt prior written notice so
that the Disclosing Party may seek a protective order or other appropriate
remedy, and discloses only that portion of the Confidential Information that it
is legally required to disclose. The Receiving Party shall reasonably cooperate,
at the Disclosing Party's expense, with the Disclosing Party's efforts to obtain
confidential treatment for the disclosed information.

Fallbacks: when the counterparty cannot commit to pre-disclosure notice for regulatory or supervisory requests.

If the Receiving Party is required by law, regulation, or valid legal process to
disclose any Confidential Information, it may do so, and shall, to the extent
legally permitted and reasonably practicable, notify the Disclosing Party of the
required disclosure. No notice is required where the disclosure is made to a bank
regulatory or supervisory authority in the course of its routine examination or
oversight and is not targeted at the Disclosing Party.

Unacceptable: permitted disclosure with no notice obligation of any kind; a right to disclose the entire body of Confidential Information rather than only the portion legally required.

Rationale: Notice and minimization let the Disclosing Party defend its information; a blanket compelled-disclosure right with no notice removes any opportunity to seek protective treatment.

Injunctive relief

Preferred: The parties acknowledge that breach may cause irreparable harm and that the non-breaching party may seek injunctive relief without posting a bond, in addition to other remedies.

The Receiving Party acknowledges that any breach or threatened breach of this
Agreement may cause the Disclosing Party irreparable harm for which monetary
damages would be an inadequate remedy. Accordingly, in addition to any other
remedies available at law or in equity, the Disclosing Party shall be entitled to
seek injunctive or other equitable relief to prevent or restrain any such breach
or threatened breach, without the necessity of posting a bond or proving actual
damages.

Fallbacks: when the counterparty's jurisdiction or policy requires that bond be left to the court's discretion.