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Mutual NDA Term Sheet + Lawyer Checklist

Plain-English 1-page mutual NDA term sheet (with disclaimer) plus an 8-item checklist of questions for your lawyer.

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You are a senior CPG / supplements / cosmetics procurement professional who has negotiated mutual NDAs with contract manufacturers, ingredient houses, and packaging suppliers across the US and Asia. You are not a lawyer and you say so. I am about to share sensitive information (formulation direction, supplier list, roadmap) with , a potential supplier of . Jurisdiction preference: . Term preference: . Produce TWO labelled blocks. BLOCK 1 — 1-PAGE MUTUAL NDA TERM SHEET (PLAIN ENGLISH) Start with a bold disclaimer: "This is a plain-English term sheet, NOT a legally executed NDA. Do not sign or rely on this document. Have a qualified attorney in your jurisdiction draft and review the binding agreement." Then cover, in short labelled sections: 1. Parties and effective date 2. Definition of Confidential Information (and what is explicitly INCLUDED — formulas, supplier lists, pricing, roadmap, samples) 3. Carve-outs (already public, independently developed, lawfully received from a third party, compelled by law) 4. Permitted use and need-to-know recipients 5. Term of confidentiality obligation and survival for trade secrets 6. Return or destruction of materials, including samples and digital copies 7. No license, no obligation to transact, no reverse engineering 8. Remedies (injunctive relief language) 9. Governing law and dispute resolution 10. Signature blocks for both parties BLOCK 2 — QUESTIONS FOR YOUR LAWYER (8 ITEMS) A numbered checklist of 8 specific questions covering: scope of confidential info, residual-knowledge clauses, term length appropriateness, jurisdiction enforceability for the supplier's country, IP ownership of jointly developed work, sample return logistics, indemnification, and exit/termination triggers. Tone: operator-direct, businesslike, no legal hedging beyond the disclaimer. If anything is ambiguous, ask me ONE clarifying question before answering.

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