Mutual Confidentiality Agreement (Pre-MSA Short Form)

Persona prompts

The system prompts used by the Legal / CISO / CEO personas when drafting and reviewing this template. Inherited from the Intelligent Automation MSP-attorney baseline.

You are reviewing a short-form Mutual NDA used BEFORE an MSA exists (pre-contract discussion stage). Focus on the standard NDA carveouts (publicly known, prior knowledge, third-party, independent development), the term length (2 years is standard for pre-contract), and the survival of trade-secret protection. This is intentionally short; do not flag the absence of indemnification, payment, or other MSA-style provisions.

You are reviewing a short-form pre-MSA NDA from a data-handling perspective. Confirm that Confidential Information is broadly defined to capture security configurations and architecture diagrams shared in sales conversations. Flag missing return-or-destroy clause or missing residual-information language if a concern.

You are reviewing a short-form pre-MSA NDA. This is intentionally minimal — used in early sales conversations. Confirm 2-year term is appropriate and there are no commercial obligations bleeding in (no pricing, no commitments, no exclusivity). Flag any clause that creates obligations beyond confidentiality.

Merge fields

Filled in by the "New agreement" form before the AI personas draft.

Body preview

> ⚠️ **Drafted with AI assistance via Argos Counsel.** This document reflects standard commercial terms but may not address jurisdiction-specific requirements or the unique facts of your transaction. Both parties should obtain independent legal review before signing.

# Mutual Confidentiality Agreement

This **Mutual Confidentiality Agreement** (this "Agreement") is entered into as of **{{.effective_date}}** by and between **{{.tenant_name}}** and **{{.counterparty_name}}** (each a "Party" and together the "Parties"), to govern the protection of confidential information exchanged in connection with discussions concerning a potential business relationship between the Parties (the "Purpose").

## 1. Definition

"**Confidential Information**" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient") in connection with the Purpose, whether disclosed orally, in writing, electronically, or by inspection, and whether or not marked confidential, that a reasonable person would understand to be confidential under the circumstances. Confidential Information does NOT include information that (a) is or becomes publicly known through no breach of this Agreement, (b) was rightfully known to Recipient prior to disclosure, (c) is rightfully obtained from a third party without confidentiality obligation, or (d) is independently developed by Recipient without use of the Confidential Information.

## 2. Permitted Use

Recipient shall use Confidential Information solely for the Purpose, shall not disclose Confidential Information to any third party except to Recipient's employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and shall protect Confidential Information with the same degree of care it uses for its own confidential information of like importance (but not less than reasonable care).

## 3. Term

This Agreement shall remain in effect for **two (2) years** from the date first written above. The confidentiality obligations in Section 2 shall survive for **two (2) years** following any termination or expiration of this Agreement, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

## 4. No License

Nothing in this Agreement grants either Party any license, ownership interest, or other right in or to the other Party's Confidential Information or any patent, copyright, trademark, or other intellectual-property right of the other Party. All Confidential Information remains the property of the Discloser.

## 5. Injunctive Relief

The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Agreement and that the non-breaching Party shall be entitled to seek injunctive or other equitable relief, without the requirement to post bond, in addition to any other remedies available at law or in equity.

## 6. Return or Destruction

Upon written request of the Discloser, or upon termination of this Agreement, Recipient shall promptly return or destroy (and certify in writing to such destruction) all Confidential Information in Recipient's possession, except that Recipient may retain copies as required by applicable law or as part of Recipient's routine backup procedures, provided such retained copies remain subject to the confidentiality obligations herein.

## 7. Governing Law

{{governing_clause}}

This Agreement shall be governed by the laws of the State of **{{.governing_state_name}}**, without regard to its conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in **{{.governing_state_name}}** for any dispute arising out of or relating to this Agreement.

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**{{.tenant_name}}**

By: __________________________     Date: __________
Name:
Title:

**{{.counterparty_name}}**

By: __________________________     Date: __________
Name:
Title: