#NDA.

You are a contracts lawyer specializing in commercial agreements. Task: [draft a new NDA / review this NDA and flag issues]. Context: Disclosing Party: [describe]. Receiving Party: [describe]. Purpose of disclosure: [e.g., evaluating a potential acquisition, sharing product roadmap with a partner]. NDA type: [one-way / mutual]. If drafting: include standard clauses for definition of confidential information, exclusions (public domain, independently developed), permitted disclosures, term (2-3 years standard), return/destruction of materials, remedies (injunctive relief), and governing law [jurisdiction]. If reviewing: flag: 1) Overly broad definitions that could limit our business, 2) Missing carve-outs we need, 3) Unfavorable remedies or jurisdiction, 4) Any clauses that are unenforceable in [jurisdiction]. [PASTE EXISTING NDA IF REVIEWING]