Documents in this cluster
One-way NDA
The disclosing party, usually the origin company, shares plans; the recipient may not use or leak them. Common before a Thailand site visit or a Vietnam OEM quote.
A one-way NDA is named before hours start — origin discloses before a Thailand site visit or a Vietnam OEM quote. Parties, language, and governing-law preference sit as facts for local licensed review.
The Matter Pack for a one-way NDA records who signs, which language is the working draft, and which missing names would change the price. Orbid does not fill those gaps with legal advice.
Startups usually buy this one-way NDA as a first single matter. Mid-market teams that issue the same form many times in a quarter put it inside an annual counsel module.
Default for a one-way NDA is one scoped price. A retainer only makes sense when review volume is recurring. If the project changes, a change order states the new price.
Mutual NDA
A mutual NDA is two-way confidentiality: both sides disclose. Used when a Thai distributor also shares customer lists, or a Singapore fund shares a model.
Cross-border, a mutual NDA is paper, not a vibe: both sides share, as when a Thai distributor hands over customer lists. A destination professional prices review of that named instrument.
For this mutual NDA the pack lists counterparties, term, territory if any, and the files you already have. Unknowns stay gaps, not extra hours.
A startup sees one mutual NDA. A mid-market desk sees a template: same skeleton, many counterparties, still reviewed locally per pack.
One mutual NDA is a single matter unless you already run a cadence of the same form. Extra unnamed paper is not included.
Confidentiality Undertaking
A short unilateral form for individuals, interpreters, or a local introducer who will not sign a full NDA. Common on Thailand and Vietnam site tours.
If the file crosses a border, write the confidentiality undertaking into the pack first — a short unilateral form for an interpreter or local introducer. Unknowns stay gaps.
A confidentiality undertaking pack asks which entity on the origin side contracts, which destination name appears, and whether a bilingual draft already exists.
If this is the first confidentiality undertaking on the corridor, default is a single matter. If it is the twelfth this quarter, that is a module conversation — Orbid coordinates, and licensed local counsel judges.
Do not stretch one confidentiality undertaking price over a second instrument. That is how surprise bills start. Split, or write a change order.
Non-use / Non-disclosure Agreement
Adds a non-use promise (do not build from our know-how) on top of non-disclosure. Typical before OEM/ODM or a tech demo.
Hours do not start on an unnamed non-use NDA — a non-use promise on top of non-disclosure, typical before OEM or a tech demo. Local licensed review sees who signs and which language is the working draft.
What sits in the pack around a non-use NDA: asserted facts, planned entities, and the triggers that would reopen price. Orbid does not choose the clause.
Founders often over-buy a stack around a non-use NDA. Mid-market operators under-specify the program. The pack names the actual count.
A retainer that mentions a non-use NDA still uses a Matter Pack per issuance. Scoped packs, not unlimited advice.
Letter of Intent
Non-binding commercial intent with a few binding islands such as confidentiality, exclusivity, or costs. Startups often treat an LOI as a contract; the pack labels binding vs non-binding as facts to confirm, not as advice.
On this corridor the letter of intent is the instrument to price — commercial intent that may hide binding islands such as exclusivity or costs. Orbid records that; it does not advise which form you should have chosen.
The letter of intent line in the pack is a scope, not a draft. Local licensed professionals review what you approved; they are not Orbid employees giving advice in our name.
Startups: one letter of intent, one price, approve before hours. Mid-market: the form lives in a retainer quota, each issuance still a pack.
If this letter of intent grows a neighbour — a DPA, a quality paper, a SHA — name the set or pay a second price.
Memorandum of Understanding
Often used with state-linked counterparties or industrial-estate introductions in Thailand, Vietnam, or Indonesia. May be bilingual. The pack records names and whether the MOU is a channel intro or a precursor to a concession.
Name the memorandum of understanding while talks are still cheap — often bilingual with a state-linked counterparty or an industrial-estate intro. A listed destination still accepts the scope; a standing lawyer there is not promised.
Record the memorandum of understanding with the commercial neighbours it actually has — not a dump of every PDF in the folder. Extra unnamed files are a change order.
The first memorandum of understanding on a corridor is usually a startup single matter. A net of them is mid-market, and the default flips to an annual module.
Single-matter fits a bounded memorandum of understanding. Weekly flow of the same form belongs on an annual counsel module.
Term Sheet
A term sheet writes deal economics before a SHA, SPA, or a heavy MSA. Startups use it for SAFE or equity; mid-market for JV or distribution economics.
A term sheet belongs in the pack — deal economics before a SHA, SPA, or a heavy MSA. Thailand is live review; other corridors stay listed.
Gaps on a term sheet — missing signatory, missing language, missing term — stay written. They do not convert into silent hourly work.
Do not put a startup term sheet on a retainer because it feels safer. Retainer is for recurring review volume, not for nerves.
You approve the term sheet pack before hours. You approve again if the facts move. The price does not jump in silence.
Exclusivity Agreement
An exclusivity agreement locks a counterparty or territory for a defined window. Dangerous in channel deals if it silently becomes exclusive distribution.
Do not paste an origin exclusivity agreement across the border unmarked — a locked window that can silently become exclusive distribution. The pack asks which language controls and which entity signs.
The pack treats the exclusivity agreement as one priced module unless you name a defined set. A pile of related attachments is not a defined set.
Mid-market counsel modules still scope each exclusivity agreement. Unlimited chat about the form is not the product.
Listed-corridor exclusivity agreement work is still scoped as a single matter or a module. Scope is accepted; a named lawyer standing by is not promised.