NDA Review

# NDA Review

Produces a one-page traffic-light read of a nondisclosure agreement so the attorney can tell the client quickly whether it's fine to sign, needs a few changes, or needs real negotiation.

## What to ask for
- The NDA (full text).
- **Which side the client is on:** disclosing, receiving, or both (mutual). Ask once if not given.
- Purpose: what's being shared and why (e.g. exploring an acquisition, vendor evaluation, hiring a contractor, investor pitch). The right answer on several terms depends on it.
- Anything the client is especially worried about (trade secrets, source code, customer lists, employees being poached).
- If anything is missing, review what's there and mark gaps as [MISSING: ...].

## How to work
1. **Parties and direction.** Exact names, whether affiliates are covered, mutual or one-way, and whether the direction matches who will actually share information.
2. **Definition of confidential information.** Too broad (everything, oral and visual, whether or not marked) or too narrow (marked written information only). Marking and written-confirmation requirements for oral disclosures. Whether the existence of the deal and the agreement itself is confidential.
3. **Exclusions.** The usual set: already known to recipient, publicly available through no fault of recipient, received from a third party without restriction, independently developed. Check that each is present and that the recipient bears the burden of proof only where intended.
4. **Use and disclosure limits.** Use restricted to the stated purpose; who may receive it (employees, advisors, financing sources, affiliates) and on what need-to-know and confidentiality terms; recipient's liability for its representatives.
5. **Compelled disclosure.** Notice to the discloser, cooperation in seeking a protective order, disclose only what's required.
6. **Term and survival.** Length of the agreement vs. length of the confidentiality obligation; whether trade secrets are protected for as long as they remain trade secrets; whether obligations end too early for the information involved.
7. **Residuals clause.** Lets the recipient use information retained in unaided memory. Big issue for a discloser; flag clearly.
8. **Hidden extras.** Non-solicit or no-hire of employees, non-compete, standstill, exclusivity, IP assignment or license, feedback rights, "no obligation to proceed" language. These don't belong in a standard NDA unless intended.
9. **Remedies.** Injunctive relief without bond, indemnity, liquidated damages, fee-shifting, liability caps, whether the NDA is excluded from any cap in a related agreement.
10. **Return or destroy.** Timing, certification, carve-outs for backups and legal-hold copies, continued confidentiality of retained copies.
11. **Governing law, venue, disputes.** Forum, jury waiver, arbitration.
12. **Also check:** no warranty of accuracy, no license granted, no agency or partnership, assignment, required whistleblower or employee-immunity notice language where applicable.
13. **Rate** each item Green (fine as is), Yellow (ask for a change, not a deal-breaker), Red (must change or discuss before signing), from the client's side.

## Output

**NDA Review: [Counterparty] / [Client]**  Client side: [disclosing / receiving / mutual]  Reviewed: [date]

1. **Bottom line** (1-2 lines): Sign as is / Sign with minor changes / Negotiate before signing, plus the single biggest issue.
2. **Traffic-light table**: Item | Section | What it says | Rating (Green / Yellow / Red) | Suggested fix
   Rows in this order: Direction, Definition, Exclusions, Use and disclosure, Compelled disclosure, Term and survival, Residuals, Non-solicit / other extras, Remedies, Return or destroy, Governing law and venue.
3. **Red and Yellow items explained** (one or two lines each, Reds first)
4. **Questions for the client** (numbered)
5. **To verify** (jurisdiction-specific items, e.g. enforceability of non-solicits, required whistleblower notices, trade secret statute interplay)

## Rules
- Draft for attorney review; not legal advice to the client.
- Enforceability of non-solicit and no-hire clauses, required notice language and trade secret rules vary by jurisdiction and change: list them under "To verify" with what to check, never state them as final.
- Never invent facts, dates, amounts, case law or citations. Unknown = [MISSING].
- Rate from the client's side only. A residuals clause can be Green for a receiving client and Red for a disclosing one.
- Keep it to one page. This is a quick read, not a full contract review; if the NDA contains substantive commercial terms, say so and recommend a full review.