Every engagement begins with a mutual non-disclosure agreement. We use a single standard template so your legal team can pre-clear it once and reuse it across inquiries. The signed copy is mutual and bilateral — both parties hold the same obligations.
Purpose
The NDA exists to protect three populations of information:
- Materials you ship to us (samples, firmware, source, schematics, documents).
- Information shared verbally or by document during scoping calls.
- The fact and contents of the engagement itself, where you require it.
Key principles
What our standard NDA establishes
- Mutual and bilateral protection.
- 5-year survival of confidentiality obligations after engagement close.
- No third-party disclosure, no subcontracting without explicit consent.
- Return-or-destroy at engagement close, certified in writing.
- Standard exclusions: independently developed, lawfully obtained, public domain.
- Carve-out for legally compelled disclosure with prompt notice.
Document structure
The template runs to roughly six pages and contains:
- Definition of confidential information (broad).
- Permitted use (engagement scope only).
- Permitted disclosures (need-to-know employees, bound by equivalent terms).
- Standard exclusions.
- Compelled-disclosure carve-out with notice.
- Return-or-destroy procedure.
- Term, survival, and remedies (injunctive relief preserved).
- Governing law (defaults to Massachusetts; negotiable).
- Standard boilerplate (notices, severability, integration).
What's negotiable
The template is a starting point. Common, easy redlines include:
- Governing law and venue (commonly aligned to your jurisdiction).
- Survival period (3–7 years; 5 is our default).
- Specific carve-outs for residual knowledge in the engineers' heads.
- Marking requirements for what counts as confidential.
We rarely accept changes that weaken the return-or-destroy obligation, the no-AI-training provision, or the no-subcontracting clause — these are core to how we operate.
Download sample
Contact
For redline conversations or to request our preferred contractual approach for a specific jurisdiction, contact contact@reverse-lab.example.