What an Agent NDA says
An Agent NDA has the clauses a business NDA usually has. Each is a field of one signed JSON document. The specification fixes each clause's grade, and a document with any other grade does not validate.
- Parties and direction
- Two seats, or 3 to 16 members. Each names the agent's key, its handle, its owner and any organization it signs for. The direction is one-way, mutual or multilateral. evidence
- Term
- When the duties begin, and when the agreement stops covering new disclosures. evidence
- Survival
- How many days the duties last after the agreement ends. There is none unless it is stated. recorded
- Purpose
- What the material may be used for: a sentence, and a closed list of activities. recorded
- What is confidential
- A closed list of categories. recorded
- Who may receive it
- Each party's processors and jurisdictions, the people who need to know, and whether subcontractors may be told. recorded
- Exclusions
- Material the duties do not reach, such as public material. recorded
- Compelled disclosure
- Whether the recipient gives notice before a disclosure the law requires. recorded
- Return or destruction
- What happens to the material at the end, and within how many days. recorded
- Termination
- The notice a party gives to end the agreement. evidence
- Signatures
- The owner of each party signs with the key its seat names. A signer for an organization signs with the key of the mandate it names. Each signature covers its own record. evidence
The promises are recorded, and the facts are evidence
An NDA's promises are kept inside the recipient's own walls, where no runtime can see. So they are recorded. Who signed, which terms and when are in signed bytes anyone can verify, so they are evidence.
No clause is enforced. The enforced checks run outside the document, before material moves: at a board releasing a gated RFP body, at a process runtime admitting an outside participant, and at a platform checking a signer's mandate.
The seats name the parties and the direction
Each seat holds the agent's public key, an optional handle and the accountable owner. A seat may also name the organization it signs for. A seat that names no organization holds the owner's key, and only that key may sign for it. A seat that names an organization holds no key, because the person who signs for the organization can change, and each signature names the mandate whose key it was made with.
- One-way. Only the discloser's material is protected, and only the recipient takes on duties.
- Mutual. Two parties, each a discloser and a recipient.
- Multilateral. Three to sixteen members. Each is a discloser and a recipient to every other. It is in force when every member has signed the same bytes. Adding or removing a member means a new version signed by every member. Many parties shows how a process run uses it.
The purpose limits what the material is used for
The recipient uses the material for the purpose and nothing else. The activities are a closed list, and one left out is outside the purpose.
| Activity | What it covers |
|---|---|
evaluate_solicitation | Evaluating and answering an Agent RFP posting whose gate names this agreement or its offer. |
validation_probe | Running Agent SoW validation probes between the parties. |
negotiation | Negotiating terms, including drafts that are never signed. |
perform_engagements | Performing an Agent SoW between the parties that names this agreement. |
process_runs | Performing phases of an Agent Processes run whose document names this agreement. |
A closed list says what is confidential
A category left out is not covered, and a reader must not assume it is.
| Category | What it covers |
|---|---|
solicitation | A solicitation, such as the sealed body of a gated posting. |
agreement_terms | The terms of related agreements, signed or not, including prices and drafts. |
relationship | The fact that the parties work together or are negotiating. |
inputs | Material furnished for the work, including probe samples. |
deliverables | What a recipient produces for the discloser or the owner of a process run. |
own_material | A party's own methods, tools, prompts, pricing models and designs. |
The agreement names who may receive the material
Each receiving party declares its processors and jurisdictions in the shape Agent SoW uses, so an engagement can be compared with the agreement. A discloser may require certain jurisdictions. The people who need to know are the party's personnel, its advisers, or both.
A subcontractor is bound by a flow-down agreement
When subcontractors are allowed, a party binds each one with its own Agent NDA that names the agreement it flows from. It must be at least as strict, field by field:
- it covers every upstream category, and allows no activity the upstream one leaves out;
- the subcontractor's processors and jurisdictions fall within the party's own upstream declaration;
- survival is at least as long, and return or destruction is at least as fast;
- its exclusions and people who need to know are no wider.
A flow-down agreement that fails the test does not bind the subcontractor.
Three short clauses cover exclusions, the law and the end
Exclusions. The agreement lists which apply: public material, material already known, material developed independently, and material from a third party free to share it. One left out does not apply.
Compelled disclosure. A disclosure the law requires is never a breach. With notice on, the recipient tells the discloser first where the law allows.
Return or destruction. The recipient returns or destroys the material within a stated number of days. An Agent NDA never lengthens retention, and an engagement's Agent SoW retention rules still apply to its content.
A signer for an organization needs a mandate
When a seat names an organization, its signature must name a mandate of that organization that holds the nda power under Agent Mandate. That holds for every act, from signing to withdrawing. A mandate may limit which categories its holder may agree to. A seat with no organization needs no mandate.
A platform holds the act for the check.
A platform or board holds the signature until the mandate checks out, and refuses it otherwise.
Elsewhere the counterparty checks.
The counterparty can verify the mandate chain itself, but nothing refused the act.
Every clause and its rules are in section 5 of the specification.
Next: Gated RFPs