So we can talk freely before we work together.
Before we get into the specifics of your AI feature — your code, your data, your roadmap — this is the shape of the confidentiality protection that runs both ways. It's mutual: it protects your information and mine equally.
Parties
This agreement is between you ("Disclosing/Receiving Party") and Sage Ideas LLC ("Disclosing/Receiving Party"). Because it is mutual, each party is both a discloser and a recipient of confidential information.
What's confidential
"Confidential Information" means non-public information disclosed by one party to the other, in any form, that is marked confidential or that a reasonable person would understand to be confidential — including source code, data, models and prompts, business and product plans, pricing, and customer information.
Obligations
- Use the other party's Confidential Information only to evaluate and perform the engagement.
- Protect it with at least reasonable care, and no less care than for one's own confidential information.
- Do not disclose it to third parties without written consent; limit access to those with a need to know who are bound by equivalent obligations.
- Do not use the other party's data to train any model, or for any purpose beyond the engagement.
Exclusions
Confidentiality does not apply to information that is or becomes public through no breach; was already known without obligation; is independently developed without use of the other party's Confidential Information; or is rightfully received from a third party. Disclosure required by law is permitted with prompt notice where lawful.
Term & return of materials
Confidentiality obligations continue for the period stated in the signed agreement (commonly two to three years) after disclosure. On request or at the end of the relationship, each party returns or destroys the other's Confidential Information and confirms it in writing. No license to any intellectual property is granted by this agreement.
Governing law
Governing law and venue are stated in the signed agreement. to be completed & reviewed by counsel
Sage Ideas LLC · Illustrative sample, not a binding agreement and not legal advice. Have your counsel review any agreement before signing.
Sample mutual NDA · save as PDF ↓ · ← resources