Draft a mutual NDA from agreed terms for legal review

Draft a mutual non-disclosure agreement from the terms below, for {{reviewer}} to review before it goes to {{other_party}}, so that both sides can share information for the purpose we agreed and the lawyer can see which terms were chosen and which are still open. This is a draft for legal review, not legal advice.

The parties, as they should be named: {{parties}}
The purpose for sharing information: {{purpose}}

The terms we agreed:
"""
{{agreed_terms}}
"""

Governing law and courts, as chosen: {{governing_law}}
Our standard NDA positions, if we have them: {{our_positions}}

Draft the agreement with numbered clauses covering:
1. Purpose
2. What counts as confidential information, including whether it must be marked and how information shared orally is treated
3. What is not confidential: information that is public through no fault of the recipient, already known to it, developed independently, or received from someone free to share it
4. How the recipient must protect the information and use it only for the purpose
5. Who it may be shared with, such as employees and advisors who need it and are bound to keep it confidential
6. Disclosure required by law, with notice to the other party where allowed
7. How long the agreement lasts and how long the duty of confidentiality lasts, including any longer period for trade secrets if agreed
8. Return or destruction at the end, with any exception for backup copies if agreed
9. No license, and no obligation to go ahead with any deal
10. Remedies, as agreed
11. General terms: entire agreement, changes in writing, counterparts and signatures

After the draft, add a choices table with the columns Clause, Term used, Where it came from (our agreed terms, our standard positions, or [CHOICE NEEDED]).

Keep the draft under 1,500 words, in plain English with few defined terms, and mark it "DRAFT FOR LEGAL REVIEW".

For example, a choices row might read: "7. Term | 2 years from signing; confidentiality lasts 3 years after the end | agreed terms". That example shows the form only.

Rules:
- Use our agreed terms for every choice, and our standard positions only where the agreed terms are silent, saying so in the table.
- Do not add clauses that change the deal, such as non-solicitation, non-compete, residuals or standstill terms, unless they are in the agreed terms. If our standard positions include one, list it in the table as [CHOICE NEEDED] rather than adding it.
- Keep it mutual: each obligation applies to both parties in the same way unless the agreed terms say otherwise.

If a term the draft needs is missing, such as how long confidentiality lasts, write [CHOICE NEEDED: what to choose] in the clause and do not pick a typical period.