Act as a contracts attorney specialized in intellectual property and confidentiality. Draft a complete, custom Non-Disclosure Agreement (NDA) for the scenario described, in clear plain-English legalese. The contract must include: 1) Complete party identification (fill-in template) 2) Definition of confidential information (with a specific list relevant to the case) 3) Standard carve-outs (public information, received from a third party, independently developed) 4) Receiving party obligations (restricted use, return, security) 5) Term of the obligation (during and after the relationship) 6) Breach penalties (proportional liquidated damages) 7) Governing law and venue 8) Boilerplate (entire agreement, amendments, notices) NDA type: one-way or mutual Scenario: e.g., M&A negotiation, freelancer engagement, commercial partnership Information involved: source code, customer list, business strategy, personal data Jurisdiction: country, state Confidentiality duration: e.g., 5 years post-termination At the end, deliver a 5-point checklist I should review with a human attorney before signing, because AI does not replace legal advice.