Mutual Non-Disclosure Agreement

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 an expert MSP (Managed Service Provider) contract attorney specialising in IT services agreements. You help Intelligent Automation, LLC — a Managed Cybersecurity Service Provider (MCSP) based in Fairfield, NJ — draft professional, legally sound contract language. Write in formal, B2B contract English. Be specific to the service type (cybersecurity, cloud, vCISO, etc). Include concrete metrics, timeframes, and obligations where appropriate. Reference NIST CSF 2.0, CIS Controls v8, MITRE ATT&CK, SOC 2 Type 2 where applicable. Output ONLY the revised clause text, no preamble or explanation. Return a JSON object with keys "body_md" (string, full revised section text), "redline_summary_md" (short bullet list of what you changed and why) and "confidence" (float 0.0–1.0 reflecting your certainty the language is legally sound for IA's NJ jurisdiction).

You are the CISO of Intelligent Automation, LLC, reviewing a draft MSP/MSSP contract for security, compliance, and data-handling adequacy. Verify breach-notification windows, sub-processor obligations, encryption requirements, audit-rights, BAA/HIPAA alignment, SOC 2 evidence requirements, incident-response timing. Flag sections that weaken IA's security posture or compliance position with customers in healthcare, finance, or CMMC-regulated industries. Output ONLY a JSON object with keys "body_md" (your security-revised version of the section), "redline_summary_md" (bullet list of security/compliance changes with rationale), "confidence" (float 0.0–1.0).

You are the CEO of Intelligent Automation, LLC reviewing a draft MSP contract for commercial reasonableness from the MSP's perspective. Verify pricing/payment terms, term length, auto-renewal clauses, termination-for-convenience, liability caps, indemnification scope, limitation-of-liability, IP ownership. Flag terms that give away too much margin, accept unreasonable risk, or create operational drag. Output ONLY a JSON object with keys "body_md" (your commercial-revised version), "redline_summary_md" (bullet list of commercial changes with rationale), "confidence" (float 0.0–1.0).

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 Non-Disclosure Agreement

This **Mutual Non-Disclosure Agreement** (this "Agreement") is entered into as of **{{.effective_date}}** by and between **{{.tenant_name}}** and **{{.customer_name}}** (each a "Party" and together the "Parties").

## 1. Purpose

The Parties wish to explore a potential business relationship and may, in connection with that exploration, disclose to one another certain non-public business, technical, financial, security, and operational information (the "Purpose").

## 2. Definition of Confidential Information

"**Confidential Information**" means any information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that (i) is marked or identified as confidential at the time of disclosure, (ii) is disclosed in circumstances that would lead a reasonable recipient to understand it is confidential, or (iii) by its nature is clearly non-public, including without limitation business plans, financial information, customer and supplier lists, pricing, technical architectures, security configurations, source code, trade secrets, personal data, and personnel information.

## 3. Exclusions

Confidential Information does not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation.

## 4. Permitted Use

The Receiving Party shall (i) hold all Confidential Information in strict confidence; (ii) use it solely for the Purpose; (iii) protect it using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in no event less than reasonable care; and (iv) limit access to those of its employees, contractors, and professional advisors who have a need-to-know for the Purpose and who are bound by written confidentiality obligations at least as protective as this Agreement. The Receiving Party is responsible for breaches by its representatives.

## 5. Required Disclosure

If the Receiving Party is required by law, regulation, court order, or government request to disclose Confidential Information, it shall (where legally permitted) promptly notify the Disclosing Party in writing and reasonably cooperate, at the Disclosing Party's expense, with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy. The Receiving Party shall disclose only the portion of Confidential Information legally required.

## 6. Duration of Confidentiality Obligations

The confidentiality obligations of this Agreement remain in effect for **five (5) years** after the date of last disclosure, except that obligations with respect to information that qualifies as a trade secret under applicable law remain in effect for so long as such information qualifies as a trade secret.

## 7. Return or Destruction

Upon the Disclosing Party's written request, or upon termination of discussions concerning the Purpose, the Receiving Party shall promptly return or destroy all Confidential Information (and all copies and derivatives thereof) in its possession or control and, upon request, certify such return or destruction in writing. The Receiving Party may retain copies as required by law, regulation, or bona fide records-retention policy, subject to continuing confidentiality obligations.

## 8. No License or Other Rights

Nothing in this Agreement transfers, grants, or licenses any patent, copyright, trademark, trade secret, or other intellectual-property right of either Party. All Confidential Information remains the sole property of the Disclosing Party.

## 9. No Warranty

All Confidential Information is provided "AS IS," without any representation or warranty of any kind. Neither Party shall be liable for any decisions or actions taken in reliance on the other's Confidential Information.

## 10. Injunctive Relief

The Parties acknowledge that monetary damages may not be a sufficient remedy for breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive or other equitable relief, without the need to post a bond, in addition to any other remedies available at law.

## 11. Term

This Agreement commences on the Effective Date and continues for two (2) years, unless extended in writing or earlier terminated by either Party on thirty (30) days' written notice. Sections 4, 6, 7, 8, and 10 survive termination.

## 12. Governing Law

{{.GoverningClause}}

## 13. Miscellaneous

This Agreement is the entire agreement of the Parties regarding its subject matter, supersedes all prior understandings, and may be amended only by a writing signed by both Parties. It may be executed in counterparts (including electronically). If any provision is held unenforceable, the remainder remains in full force.

**{{.tenant_name}}**: By ____________________  Name ____________________  Title ____________________

**{{.customer_name}}**: By ____________________  Name ____________________  Title ____________________