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    "name": "Which type of NDA do I need — mutual, unilateral, or multilateral?",
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  "meta": {
    "description": "Guides the selection of the correct non-disclosure agreement structure for a given commercial relationship. Evaluates the direction of information flow, the number of parties involved, the anticipated relationship duration, and whether standard terms are acceptable to ensure the chosen NDA provides proportionate and enforceable protection. Complete this assessment before any confidential information is shared.",
    "mode": "decision",
    "entry": "Q1",
    "tags": [
      "legal",
      "nda",
      "contracts",
      "confidentiality",
      "compliance"
    ],
    "image": "https://images.unsplash.com/photo-1521791136064-7986c2920216?w=1200&q=80"
  },
  "questions": [
    {
      "id": "Q1",
      "text": "Will both parties be sharing confidential information with each other during this relationship?"
    },
    {
      "id": "Q2",
      "text": "Are there three or more legally distinct parties who will each both disclose and receive confidential information?"
    },
    {
      "id": "Q3",
      "text": "Are there three or more distinct parties who will receive the confidential information from a single disclosing party?"
    },
    {
      "id": "Q4",
      "text": "Is the anticipated relationship expected to last longer than twelve months?"
    },
    {
      "id": "Q5",
      "text": "Is the anticipated relationship expected to last longer than twelve months?"
    },
    {
      "id": "Q6",
      "text": "Will the counterparty accept your organisation's standard NDA template without material amendment?"
    }
  ],
  "outcomes": [
    {
      "id": "NO_NDA",
      "label": "No NDA Needed"
    },
    {
      "id": "ONE_WAY",
      "label": "One-Way NDA"
    },
    {
      "id": "MUTUAL",
      "label": "Mutual NDA"
    },
    {
      "id": "MUTUAL_BESPOKE",
      "label": "Mutual NDA — Bespoke Negotiation"
    },
    {
      "id": "MULTILATERAL",
      "label": "Multilateral NDA"
    }
  ],
  "dsl": "dag: Which type of NDA do I need — mutual, unilateral, or multilateral?\nversion: 1.0.0\nimage: https://images.unsplash.com/photo-1521791136064-7986c2920216?w=1200&q=80\ndescription: Guides the selection of the correct non-disclosure agreement structure for a given commercial relationship. Evaluates the direction of information flow, the number of parties involved, the anticipated relationship duration, and whether standard terms are acceptable to ensure the chosen NDA provides proportionate and enforceable protection. Complete this assessment before any confidential information is shared.\ntags: legal, nda, contracts, confidentiality, compliance\nentry: Q1\n\nQ1: Will both parties be sharing confidential information with each other during this relationship?\n  hint: Consider not just the immediate exchange but the full expected scope of the relationship over its lifetime. If only one party will ever disclose — for example, a vendor receiving a detailed product brief, or a candidate being interviewed — the disclosure is one-directional and a mutual NDA is unnecessary. If the parties will be conducting joint due diligence, co-development, or mutual commercial evaluation, both will likely disclose and a mutual structure is appropriate.\n  yes -> Q2\n  no  -> Q3\n\nQ2: Are there three or more legally distinct parties who will each both disclose and receive confidential information?\n  hint: Count each legal entity separately; subsidiaries of the same parent are generally distinct parties unless a group-wide agreement is already in place. A multilateral NDA is typically used for consortium bids, joint ventures with multiple participants, or multi-party M&A processes where every party simultaneously acts as both discloser and recipient. If only two entities are involved, a bilateral mutual NDA is sufficient.\n  yes -> [MULTILATERAL]\n  no  -> Q4\n\nQ3: Are there three or more distinct parties who will receive the confidential information from a single disclosing party?\n  hint: A single disclosing party may need to share confidential information with multiple recipients simultaneously — for example, during a competitive tender process or when briefing a panel of advisors or investors. In that scenario, a multilateral one-way instrument binding all recipients is administratively simpler and more consistent than executing separate bilateral NDAs with each recipient.\n  yes -> [MULTILATERAL]\n  no  -> Q5\n\nQ4: Is the anticipated relationship expected to last longer than twelve months?\n  hint: Duration directly affects the appropriate scope of the confidentiality period, the breadth of permitted use clauses, and the practical terms around return or destruction of information on termination. Longer or open-ended relationships typically warrant a broader definition of confidential information, stricter access controls, and a survival clause confirming that obligations persist for a defined period after the agreement ends. If the relationship is open-ended or multi-phase, treat it as exceeding twelve months.\n  yes -> Q6\n  no  -> [MUTUAL]\n\nQ5: Is the anticipated relationship expected to last longer than twelve months?\n  hint: For short-term or one-off disclosures, a simple one-way NDA with a fixed confidentiality period — typically two to three years — is usually sufficient. For longer or ongoing supplier arrangements, extended partnerships, or multi-phase projects, consider whether a framework agreement with embedded confidentiality obligations would be more durable than a standalone NDA that may need to be renewed.\n  yes -> Q6\n  no  -> [ONE_WAY]\n\nQ6: Will the counterparty accept your organisation's standard NDA template without material amendment?\n  hint: A standard template is appropriate where the counterparty is a smaller entity or is willing to sign on your terms with only minor, non-substantive amendments. If the counterparty is a large enterprise, a regulated financial institution, a public body, or has their own legal team who will insist on reviewing and materially redlining the document, escalate to the Legal team for a bespoke or negotiated draft. Using the standard template in the face of material pushback can result in a protracted exchange that delays the relationship unnecessarily.\n  yes -> [MUTUAL]\n  no  -> [MUTUAL_BESPOKE]\n\n[NO_NDA]: No NDA Needed\n  color: #22c55e\n  description: Based on your answers, no confidential information will be exchanged in this engagement and a formal NDA is not required at this stage. Document this assessment in the transaction file so that the decision is auditable if the position is later questioned. If the nature of the relationship evolves and confidential information does begin to flow — even informally — re-run this assessment and put an appropriate agreement in place before any disclosure occurs. Consider whether a brief statement of intent or heads of terms is nonetheless useful to record agreed commercial positions and mutual expectations.\n  code: LEGAL_NDA_NONE\n\n[ONE_WAY]: One-Way NDA\n  color: #3b82f6\n  description: A unilateral non-disclosure agreement is the correct instrument where only one party will disclose confidential information. Use the standard one-way template from the Legal intranet, ensuring that the disclosing party, the specific permitted purpose, and the confidentiality period are all precisely defined in the agreement. The receiving party must be expressly prohibited from using confidential information for any purpose other than the stated purpose, and must be required to limit internal disclosure to those who need to know. Retain a fully executed copy in the contract management system before any disclosure takes place.\n  code: LEGAL_NDA_ONE_WAY\n\n[MUTUAL]: Mutual NDA\n  color: #8b5cf6\n  description: A bilateral mutual NDA is the appropriate instrument where both parties will share confidential information and the counterparty is willing to accept your standard terms. Use the approved mutual NDA template and ensure the definition of confidential information is broad enough to cover all anticipated disclosures by both sides. Pay particular attention to carve-outs for information that is already in the public domain, independently developed, or received from a third party without restriction, as these are common negotiation flashpoints. Include a survival clause confirming that confidentiality obligations persist for a defined period — typically three to five years — after termination of the agreement.\n  code: LEGAL_NDA_MUTUAL\n\n[MUTUAL_BESPOKE]: Mutual NDA — Bespoke Negotiation\n  color: #f59e0b\n  description: A bilateral mutual NDA is required, but the counterparty is likely to insist on material amendments to your standard form, making Legal team involvement necessary from the outset. Submit the engagement to the Legal team with a clear description of the relationship, the categories of information to be shared, and any known sensitivities before any draft is exchanged with the counterparty. Legal will issue a negotiating draft and can advise on fallback positions for key clauses such as the definition of confidential information, the exclusion carve-outs, and the remedy provisions. Do not share any confidential information pending execution of the agreed form.\n  code: LEGAL_NDA_MUTUAL_BESPOKE\n\n[MULTILATERAL]: Multilateral NDA\n  color: #ef4444\n  description: A multilateral NDA is required where three or more distinct parties will each both disclose and receive confidential information, or where a single discloser must bind multiple recipients under a single consistent instrument. This structure avoids the administrative burden of executing multiple bilateral agreements and ensures all parties are subject to identical obligations, reducing the risk of inconsistency. Engage the Legal team to draft or review the multilateral agreement, as the interplay of obligations between parties — particularly where information flows are asymmetric — is substantially more complex than in a bilateral instrument. Ensure the agreement clearly identifies each party, their role, the specific categories of information covered, and the permitted purposes for each information flow.\n  code: LEGAL_NDA_MULTILATERAL\n"
}