# [DRAFT — for attorney review · not legal advice]

## Redline Memo: Common Paper Mutual NDA (sample counterparty)

Side applied: **purchasing-side** (we are the customer / receiving party).
Playbook: `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` → `## Playbook → Purchasing-side`.
Source document: Common Paper Mutual NDA Standard Terms v1.0, CC BY 4.0 (https://commonpaper.com/standards/mutual-nda/).

## Deviation summary (for business stakeholders)

This is a clean Common Paper Mutual NDA — no hidden non-solicits, no exclusivity, no IP grab. Three small playbook deviations to fix before signature: (1) make the "compelled by law" exception look like a true §3 carveout, not just a notice covenant in §4; (2) carve backups and legal-hold retention out of the destroy/return obligation in §6; (3) confirm the Cover Page lists Delaware (or another accept-list state) as governing law. None of these are deal-blockers — total counter is three sentences of insertion and zero deletions of substantive obligation.

## Redlines

### §3 — Carveouts: add "compelled by law" as a true carveout

| Original (Common Paper §3) | Proposed redline |
|---|---|
| The confidentiality obligations in Section 2 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without reference to the Disclosing Party's Confidential Information. | The confidentiality obligations in Section 2 do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is rightfully obtained from a third party without restriction; (d) is independently developed without reference to the Disclosing Party's Confidential Information; **or (e) is required to be disclosed by applicable law, regulation, or legal process, subject to Section 4 (Legally Compelled Disclosure)**. |

**Negotiation note:** This is structurally redundant with §4 but matches our playbook's five-carveout template, and aligns this NDA with the way we draft them on our paper. Most counterparties accept this without comment because §4's notice/cooperate covenant still controls the *how* of compelled disclosure. If the counterparty pushes back, this item is acceptable as-is — §4 alone is defensible.

### §6 — Destruction / return: add backup and legal-hold carveout

| Original (Common Paper §6) | Proposed redline |
|---|---|
| Upon expiration of this Agreement or upon the Disclosing Party's written request, the Receiving Party will cease use of, and destroy or return, all Confidential Information in its possession, and certify such destruction or return upon written request. | Upon expiration of this Agreement or upon the Disclosing Party's written request, the Receiving Party will cease use of, and destroy or return, all Confidential Information in its possession, and certify such destruction or return upon written request**; provided that the Receiving Party may retain (i) copies stored on routine, automated backup or archival systems that are not generally accessible to its personnel and will be overwritten in the ordinary course, and (ii) copies it is required to retain under a litigation hold or applicable record-retention obligation, in each case subject to its continuing confidentiality obligations under this Agreement until destruction or overwriting in the ordinary course**. |

**Negotiation note:** Without this carveout, our engineering team cannot truthfully certify destruction. The two prongs — automated backups + legal hold — are standard market language. This is the most important of the three redlines; do not drop it. If counsel asks: "industry standard" cite is the [ABA Business Law Section model NDA commentary, 2023 update] `[verify]`.

### Cover Page — Governing law: confirm Delaware

| Original (Common Paper Cover Page, unfilled) | Proposed redline |
|---|---|
| **Governing Law:** ____________ (state) | **Governing Law:** **Delaware** (state) |

**Negotiation note:** Our accept-list is Delaware (preferred), California, and New York. If the counterparty proposes Texas, Massachusetts, or Illinois, accept with no further pushback. If they propose any non-US jurisdiction, escalate to counsel — this becomes a YELLOW even if everything else is clean.

## Items intentionally not redlined (and why)

- **§7 (IP):** "Disclosing Party retains all intellectual property rights; disclosure grants no license." This matches our playbook exactly. Do not redline.
- **§8 (Disclaimer):** "All Confidential Information is provided as-is." Standard, accept.
- **§10 (Equitable Relief):** Standard injunctive carve-in. Our playbook accepts.
- **§11 (Assignment in M&A):** Permissive without prior consent. Acceptable; optional nice-to-have is "with prompt written notice" — low priority, drop if the counterparty pushes back.

## Escalate to counsel — top 3 items

1. **§6 backup / legal-hold carveout** — material risk; do not waive.
2. **Cover Page governing law** — confirm against accept-list before signature.
3. **Residuals position** — out of scope for this redline; counsel should add a position to the playbook so future reviews are consistent (this NDA is silent and so are we).

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> **Citation health:** No external research tool is connected on this run. Where the memo cites case law or industry-standard language, the marker `[verify]` indicates the citation should be confirmed against a current database (e.g. CourtListener) before reliance.