Common Paper gives away an NDA and warns it is not legal advice

The workload

Before a first sales call, a diligence session, or a fundraising conversation, a solo founder is routinely asked to sign a mutual non-disclosure agreement (NDA), and just as routinely asked to produce one. Common Paper publishes a free, standardized Mutual NDA template built to be signed with minimal negotiation. The workload it targets is not drafting, which the template removes, but two remaining tasks: filling in the Cover Page, the parties, effective date, and governing-law choice, and deciding whether either side wants a negotiated change badly enough to route it through counsel rather than accept the standard terms as published.

What the documents show

Common Paper's own template states, verified, that confidential information includes anything a party marks confidential or proprietary, or anything that should reasonably be understood as such given its nature and the circumstances of disclosure: technical or business information, product designs or roadmaps, pricing, and security and compliance documentation are named examples. The publisher's own commentary directs that modifications of the Standard Terms be made on the Cover Page, steering users toward its Language Library for common variations rather than open-ended rewrites. Common Paper's homepage describes its standard agreements, including this one, as created and maintained by a committee of lawyers, a self-reported claim about how the templates are produced, not an independent audit. Common Paper states directly, verified and repeated on both pages, that it is not a law firm, that communications with it are not privileged, and that its forms are not customized for any client and are not a substitute for a lawyer.

The operating cost

The template is free to use, reflected in the page's own title describing it as a free mutual NDA template. The real cost is a risk this entry cannot price: what a nonstandard clause, or the wrong governing-law choice, might cost later if a dispute reaches a jurisdiction the default terms, Delaware law and courts per the standard Cover Page, were not written to anticipate. Common Paper's disclaimer names that exposure without pricing it.

The stop condition

Common Paper's own materials draw the line at customization: the template is built for routine confidentiality exchanges with no negotiated departure from the Standard Terms, and its commentary treats a request to change the liability, term, or governing-law provisions as the point to stop relying on the form and bring in counsel. This is the publisher's stated limit, not an editorial guess, though it does not say which jurisdictions its Delaware-law default is unsuited to.

• Has either party proposed a change to the Standard Terms rather than filling in the Cover Page as published?
• Does the deal touch a jurisdiction where Delaware governing law and courts are not the obvious choice?
• Is the information being shared narrow enough that a mutual NDA is the right instrument, rather than a one-way agreement or none at all?

A standardized NDA removes the cost of drafting from routine conversations; it does not remove the judgment call about when a conversation stops being routine, and Common Paper's own disclaimer says that call is where its form stops being a substitute for a lawyer.