Draft an NDA in Word in under 3 minutes
Mutual or one-way. Jurisdiction-aware. With a built-in playbook that catches missing carve-outs, weak definitions, and survival-clause gaps before you send it.
Quick Answer
LexDraft generates a complete mutual or one-way NDA in Microsoft Word in 90 seconds — type the parties, jurisdiction, term, and permitted purpose, and a 1,200-1,800 word draft appears with a clean structure, tracked-changes ready. The built-in Mutual NDA playbook catches the four most-missed clauses (definition scope, survival, residuals carve-out, securities-law exception) during review.
What LexDraft does for NDAs
1. Generates the first draft from a one-line prompt
"Mutual NDA between Acme Corp (Delaware) and CounterParty Inc (California), 3-year term, for evaluating a potential commercial partnership." That's the entire input. LexDraft fills in jurisdiction-appropriate governing law, venue, the standard 7-clause structure (recitals → definitions → obligations → exceptions → term → remedies → general), and assembly-line boilerplate.
2. Applies the Mutual NDA playbook on review
The built-in Mutual NDA playbook adds 4 attorney-authored rules to the AI Review pass:
- Is the term of confidentiality reasonable (typically 2-5 years)?
- Is "Confidential Information" defined to include both written and orally-disclosed information?
- Is there an explicit survival clause for confidentiality obligations?
- Does the agreement allow disclosure pursuant to court order, regulatory inquiry, or SEC filing requirement?
3. Quick checks catch the small stuff humans miss
Defined-term drift is the #1 NDA review error: "Confidential Information" gets defined, but then halfway through the document someone writes "confidential information" or "Confidential Materials". LexDraft's defined-term Quick Check (no AI, runs in 8ms) flags every inconsistent usage with a one-click "📍 Take me there" jump to the offending paragraph.
4. Tracks jurisdiction differences automatically
Massachusetts, California, and Delaware all enforce NDAs differently on residuals, employee solicitation, and non-disparagement carve-outs. LexDraft applies the right defaults based on the jurisdiction you pick; cross-jurisdictional NDAs (e.g., Delaware governing law, California venue) get flagged for conflict review.
See it in action
LexDraft running review against the sample mutual NDA — the surgical edits surface as tracked-change suggestions in the sidebar.
Common NDA clauses LexDraft handles
Definition of Confidential Information
Written, oral, electronic, and tangible forms — with the standard 4 exceptions (publicly known, independently developed, lawfully obtained from third party, already known).
Permitted Purpose
Scoped to the specific commercial discussion. LexDraft fills this from your one-line prompt.
Term + Survival
Default 3-year term with confidentiality obligations surviving for 5 years post-termination. Adjustable in the Assistant tab.
Required Disclosure Exceptions
Court order, subpoena, SEC filing, regulatory inquiry — with notice-and-cooperation language.
Return / Destroy
Materials returned or destroyed at termination, with certification of destruction for sensitive matters.
Injunctive Relief + Remedies
Acknowledgement that damages alone are inadequate, right to seek equitable relief without bond.
NDA FAQs
Can I generate a mutual NDA in LexDraft?
Yes. Pick the Mutual NDA template, answer 4 questions (parties, jurisdiction, term, permitted purpose), and LexDraft produces a complete first draft in Word in about 90 seconds.
Does LexDraft's NDA include a residuals carve-out?
By default, no — residuals carve-outs heavily favor the receiving party and most disclosing parties don't want them. You can add one in 5 seconds via the Assistant tab: "Add a residuals carve-out limited to information unintentionally retained in employees' unaided memory."
How does LexDraft handle securities-law disclosure exceptions?
The Mutual NDA playbook flags missing securities-law disclosure exceptions (SEC filings, court orders, regulatory inquiries) as a HIGH-severity finding during Quick Review. Quick checks also surface inconsistencies in how "Confidential Information" is defined.
Is the LexDraft NDA template free?
Yes. A mutual NDA generates in about 1,200-1,800 words, well inside the free tier's 2,000-words-per-month allowance — so 1 NDA per month is fully free. Heavier users (3-5 NDAs/week) move to Professional at $99/month.
Stop copy-pasting from your last NDA
LexDraft generates the first draft, runs the playbook, catches defined-term drift — and stays inside Microsoft Word.
Install LexDraft — Free ForeverWorks in Microsoft Word. 2,000 words/month free.