Non-Disclosure
Agreement.A short, mutual NDA designed to stand alone — typically signed before a Discovery Call where the founder wants to discuss sensitive information ahead of any commercial relationship. Narrower than the full Confidentiality Agreement, written to close in one read.
Three pages. Symmetric. No commercial commitment.
A short NDA
before anycommercial relationship.
The template is designed for the conversation that often precedes an engagement — a Discovery Call where a founder wants to share sensitive information (a product idea, a financial figure, a regulatory exposure) without yet committing to terms. It is mutual, short, and signed in advance of substantive disclosure.
Discovery Call
The most common trigger. A 30–60 minute call where the founder wants to describe their situation without first signing a Master Services Agreement.
Diligence sharing
Where a prospect wants to share financial figures, pitch materials, or technical documents ahead of a paid engagement for the firm to review and respond.
Inbound pitches
Where a third party wants to pitch a product, service, or partnership to the firm and asks for an NDA before disclosing the substance of the proposal.
Two named
parties.Equal obligations.
The NDA names two parties: Bespoke Business Development and the disclosing counterparty. Both parties may disclose under the agreement; both are bound by the same standard of care. The template is mutual by default; one-way variants are not used.
- Party A
- Bespoke Business DevelopmentFlorida-incorporated. Address provided on the signed instrument.
- Party B
- The counterpartyIndividual or organization. Authority to sign confirmed on signature.
- Affiliates
- Bound through their parentEach party is responsible for binding its affiliates and personnel to the same terms.
What the
NDA actuallycovers.
The NDA covers information shared between the parties for the specific purpose stated in the cover email or signing call — typically the evaluation of a potential engagement. It is narrower than the full Confidentiality Agreement: scoped to one conversation, not the entire engagement lifecycle.
Information shared in connection with the stated purpose.
Discovery-call material, diligence documents, pitch decks, financial figures, technical descriptions, and any related material exchanged in the days surrounding the stated purpose. Marked "confidential" preferentially; not required to be marked to be covered.
Information unrelated to the stated purpose.
Casual industry observations, general business commentary, and material not reasonably tied to the stated purpose fall outside the NDA. A separate Confidentiality Agreement is signed when an engagement begins; the broader scope picks up there.
Three obligations.
Mutual,and short.
The receiving party owes the disclosing party three obligations under the NDA. They are the same as the obligations in the full Confidentiality Agreement, narrowed to the specific purpose stated at signing.
Hold in confidence
Treat the information at least as well as you would treat your own information of similar sensitivity. Floor of reasonable industry care.
Use only for the stated purpose
Information disclosed under the NDA is used to evaluate the stated purpose — and nothing else. No reuse for unrelated work, training, or commentary.
Limit access
Inside the receiving party, only people directly involved in evaluating the stated purpose. Each is bound to the same terms through their own agreement with the receiving party.
Information
that doesnot bind.
The standard four-category exclusion list applies, identical to the carve-outs in the Confidentiality Agreement. The receiving party bears the burden of showing the exclusion applies if it relies on one.
- Already public
- Without fault of the receiving partyInformation in the public domain through no act or omission of the receiving party.
- Already known
- Demonstrable prior knowledgeInformation the receiving party already held, demonstrable by contemporaneous records.
- Independently developed
- Without referenceInformation independently developed without reference to the disclosed material.
- Lawfully received from a third party
- Without restrictionInformation received from a third party with the right to disclose without confidentiality obligation.
Two years
fromsigning.
The NDA's confidentiality obligation runs for two years from the date of signing. If an engagement begins inside that window, the Confidentiality Agreement signed at engagement-start supersedes the NDA going forward — but covers everything the NDA covered.
- Standard term
- 2 years from signingCounted from the date both parties sign, not from disclosure.
- Trade secrets
- IndefiniteUntil they lawfully enter the public domain through no fault of the receiving party.
- If engagement begins
- CA supersedes prospectivelyThe Confidentiality Agreement controls from kickoff; covers the same material going forward.
The NDA does
not commit anyoneto anything else.
Signing the NDA does not commit the firm to deliver a proposal, take on an engagement, or hold an opinion. Signing does not commit the counterparty to engage the firm. The NDA covers the information; it does not commit to the work.
Commercial commitments live in the Master Services Agreement, not the NDA.
When the conversation moves from discovery to engagement, the firm provides a written proposal followed by an MSA. The NDA continues to apply to information shared before the MSA is signed; the MSA — paired with its Confidentiality Agreement — picks up everything thereafter.
How the two
documentsdiffer.
The NDA and the Confidentiality Agreement (Doc 12) are the same family of obligations applied to different surfaces of the relationship. The matrix below names what differs and what is identical.
| Dimension | NDA · Doc 13 | Confidentiality Agreement · Doc 12 |
|---|---|---|
| PURPOSE | One stated conversation | Whole engagement lifecycle |
| SCOPE | Narrow, purpose-bound | Broad — anything reasonably confidential |
| DURATION | 2 years from signing | 3 years from engagement close |
| SIGNED | Before any commercial relationship | At engagement kickoff with the MSA |
| LENGTH | ~3 pages | ~6 pages |
| MUTUALITY | Mutual / symmetric | Mutual / symmetric |
| CARVE-OUTS | Same four categories | Same four categories |
| REMEDIES | Same — equitable + damages | Same — equitable + damages, MSA cap |
| GOVERNING LAW | Florida (default) | Florida (default) |
Standard
governing-lawclause.
Florida by default. International counterparties can negotiate the governing-law and venue clauses in the cover email before signing — the firm will agree to the counterparty's jurisdiction for NDAs where the substantive disclosure originates there.
- Governing Law
- State of FloridaWithout regard to conflict of laws.
- Venue
- Miami-Dade CountyState or federal courts. Negotiable for international counterparties.
- Amendment
- Written & signedBoth parties must sign. Verbal amendments do not bind.
- Assignment
- Written consentNeither party may assign without the other's written consent.
- Severability
- StandardInvalid provisions are severed; remainder stays in force.
- Integration
- Entire agreementSupersedes prior understandings on the same subject. Future CA supersedes this NDA on engagement.
Request
theNDA template.
Fill in the form below to request a signed copy of the firm's standard mutual NDA. The Legal Department reviews submissions in the order received; an executable PDF will be sent to the email you provide within one business day, with the stated purpose pre-populated in the cover email. The NDA is mutual and signed by both parties before substantive disclosure.
Standard NDAs are sent inside one business day.
Negotiation of governing law, venue, or scope-of-purpose adjustments can extend the window by 1–2 additional business days while Legal drafts the amended clauses. Submissions are bound by the Privacy Policy and used only to send you the NDA and any necessary follow-up.
Questions before
or aftersigning.
Questions about the NDA wording, requests for jurisdiction or purpose adjustments, and post-signing matters route to legal@bespoke-business.com. Once an engagement begins, the Confidentiality Agreement takes over and questions about confidentiality route under that document.
Legal Department· NDA inbox.
NDA wording, amendments, purpose-statement adjustments, governing-law overlays for international counterparties. Acknowledged within 48 hours; substantive replies within 5 business days.
legal@bespoke-business.com →- CA
- Confidentiality Agreement →Full CA · engagement-wide
- Terms
- Terms of Service →Commercial terms · pairs at engagement
- Privacy
- Privacy Policy →Form-data handling
- Sales
- Free ConsultationThe Discovery Call this NDA precedes
Signed before
the substantiveconversation.
The NDA is the document that lets a Discovery Call run honestly — without either side having to dance around the substance. Three pages, two years, mutual, and done. The Confidentiality Agreement picks up from there if the conversation leads to an engagement.