NDA Review

NDAs arrive weekly and each one is a small tax: too routine to enjoy sending to counsel, too consequential to sign unread. This reads one the way a commercial lawyer who knows your organization's standard positions would — ranked issue list, quoted language, drafted markups, and a clear call on whether it can go back today or needs a lawyer.

Why this skill exists

The economics of NDA review are backwards. Most of them are standard paper that an experienced person could clear in four minutes, but nobody has four uninterrupted minutes, so they queue — and a queued NDA is a delayed vendor demo, a stalled partnership conversation, a data room you can't enter, or a prospect who moves on. The ones that are not standard contain provisions that bind the organization for years, and they hide in exactly the clauses that look boilerplate.

The receiving-party issues are also specific and repetitive in a way that suits systematic review. A non-solicit that reaches every employee rather than the people you actually met. An exclusivity or standstill-type clause you did not notice you were agreeing to. Most importantly, an affiliate definition broad enough to bind every subsidiary, business unit, sister company, or portfolio company in your group — which is how a routine NDA for a small vendor evaluation quietly restricts hiring or business activity across a dozen entities you control. These recur, and a checklist catches them more reliably than a tired manager at 9pm.

Inputs

Required:

• The NDA, confidentiality agreement, or CA (uploaded or pasted)

Optional but high-value:

• Your organization's house positions — the things you never accept and the fallbacks you will take. Without these the review runs against general market convention and says so.
• Context: who sent it, what the underlying conversation is (vendor evaluation, partnership, acquisition, customer prospect, consulting engagement, joint development, recruiting), stage, whether the other side is running a competitive process, how much you want what's behind the NDA
• Whether you already work with, own, or are evaluating competing or adjacent products, vendors, partners, or businesses — this changes how much the non-solicit, non-use, and exclusivity provisions cost you
• Your organization's structure: subsidiaries, business units, affiliated entities, sister companies, portfolio companies, and whether any of them hire in this space or operate in this sector
• Any prior NDA with the same counterparty or their advisor, for a precedent comparison
• Who has signing authority and whether counsel review is required above a threshold

Missing-input behavior: The NDA alone is enough to run. Without house positions, judge against general market convention for receiving-party confidentiality agreements and label the recommendation section accordingly — "assessed against typical market positions; substitute your house standards." Ask once for house positions if the user seems likely to have them, but do not block on it. If the document is partial or has unreadable exhibits, say which sections are missing rather than reviewing around the gap silently.

How it works

1. Identify the document type and posture. One-way or mutual, who the disclosing party is, governing law, term, and whether this is the counterparty's standard form or something bespoke. A bespoke form deserves more attention.
2. Read the definitions first. "Confidential Information," "Representatives," "Affiliates," "Purpose," and "Person" determine the reach of everything else. The affiliate definition in particular decides whether this agreement binds your subsidiaries, business units, or portfolio companies.
3. Work the clause checklist below, flagging every provision that departs from market or from stated house positions.
4. Assess each issue on two axes: how much it constrains the organization, and how likely the counterparty is to concede it. A deal-blocker they will never move on is a different problem from a deal-blocker that is standard to negotiate away.
5. Draft markup language for everything rated negotiate or worse — actual replacement text, not a description of what you want. Include the fallback position where a clean win is unlikely.
6. Check for the receiving-party-specific traps — affiliate attribution, restrictions on talking to or working with competitors of the disclosing party, non-use provisions broad enough to constrain ordinary business activity, and restrictions on the advisors, contractors, lenders, or service providers you may involve.
7. Give the bottom line: sign as-is, sign with the attached markups, or send to counsel — and when it is counsel, say specifically which provisions need a lawyer rather than sending the whole document.

Output format

# NDA Review — [counterparty / project name]
From: [counterparty / their advisor] | Received: [date] | Type: [one-way / mutual]
Governing law: [ ] | Term: [ ] | Assessed against: [house positions / market convention]

## Bottom line
**[SIGN AS-IS / SIGN WITH MARKUPS / SEND TO COUNSEL]**
[Two sentences. If counsel: which specific provisions, and why.]
Issues: [N] deal-blocker / [N] negotiate / [N] acceptable

## Issue list (ranked)
### 1. [Issue title] — [DEAL-BLOCKER / NEGOTIATE / ACCEPTABLE]
- **Clause:** [§]
- **Language:** > "[exact quote]"
- **What it does to us:** [1–3 sentences, concrete]
- **Market:** [what the standard formulation looks like]
- **Likelihood they concede:** [high / medium / low]
- **Proposed markup:**
  > [actual replacement language]
- **Fallback:** [the position to take if they push back]

[Repeat per issue.]

## Scope-of-reach check
| Question | Answer | § |
|---|---|---|
| Does this bind our subsidiaries, business units, or portfolio companies? | | |
| Does it bind our parent, sister companies, or other affiliated entities? | | |
| Does it restrict working with, evaluating, or buying from their competitors? | | |
| Does it restrict hiring generally, or only people we meet? | | |
| Does it restrict contacting their customers, suppliers, or partners? | | |
| Does it restrict which advisors, contractors, lenders, or providers we can involve? | | |
| Does the confidentiality obligation survive indefinitely? | | |

## Clause summary
| Provision | This NDA | Market range | Assessment |
|---|---|---|---|
| Term of confidentiality | | | |
| Non-solicit — scope | | | |
| Non-solicit — duration | | | |
| Exclusivity / standstill-type restriction | | | |
| Definition of Confidential Info | | | |
| Permitted purpose / non-use | | | |
| Residuals | | | |
| Return / destroy | | | |
| Affiliate reach | | | |
| Governing law / jurisdiction | | | |
| Remedies / fee shifting | | | |

## Redline-ready markup block
[All proposed changes in one copy-paste block for the turn.]

Receiving-party clause checklist

The recurring issues, roughly in order of how much damage they do:

• Affiliate / subsidiary attribution. Does the definition of "Affiliates" or "Representatives" sweep in every entity under common control — subsidiaries, business units, sister companies, portfolio companies? If so, a non-solicit on a small vendor evaluation can restrict hiring across every entity in the group. Standard fix: carve unrelated affiliates out entirely, or limit the agreement's reach to the working team and named representatives who actually receive information.
• Non-solicit scope. Should cover only employees you actually met or were introduced to during the conversation, not all employees. Watch for "any employee, officer, or consultant" and for coverage of people you learn about from the materials rather than meet.
• Non-solicit carve-outs. General advertisements, searches by third-party recruiters not directed at the counterparty, and inbound applicants must be excluded. Their absence turns a reasonable clause into an unreasonable one.
• Non-solicit duration. 12 months is common; 18 is negotiable; 24+ is aggressive for a conversation you may not even proceed in.
• Exclusivity and standstill-type restrictions. Frequently buried in a paragraph about "no acquisition of securities," "no-shop," or "exclusive dealing." Note whether it is specific to this conversation or general, whether it prevents even privately requesting a waiver, and whether it falls away when the counterparty signs with someone else or the process ends. In a vendor or partnership context, watch for language that commits you not to evaluate alternatives during the term.
• Restrictions on competing activity. Any provision limiting your ability to evaluate, build, buy, partner on, or invest in similar or adjacent products, services, or businesses. This is occasionally drafted to look like a non-use clause. For a focused organization it can be the most expensive term in the document.
• Non-use breadth. "Solely for the purpose of evaluating the [Transaction / Relationship]" is standard; language that restricts using anything you learn is not, since it can constrain ordinary business activity in the space.
• Definition of Confidential Information. Should carry the standard exceptions — already known, publicly available, independently developed, received from a third party without restriction. Also check whether the existence of the conversation itself is confidential and whether that conflicts with your board, investor, lender, auditor, or regulatory reporting.
• Term of confidentiality. 2–3 years is typical for an evaluation NDA; perpetual obligations should be limited to trade secrets if accepted at all.
• Residuals. A residuals clause protecting unaided memory is favorable to you as a recipient; its absence is common and worth a request but rarely worth a fight.
• Return or destroy. Must carve out routine electronic backups and archived copies made in the ordinary course, and documents retained for legal, audit, or compliance purposes — otherwise you are agreeing to something your IT systems make impossible.
• Contact restrictions on the counterparty's customers, suppliers, partners, and employees — reasonable during the conversation, but check whether they extend past it or block ordinary commercial contact you already have.
• Restrictions on third parties you may involve. Provisions restricting which advisors, subcontractors, cloud or hosting providers, lenders, or financing sources you may share information with, or requiring the disclosing party's consent to speak with them, limit your ability to evaluate properly or run a competitive process on your side.
• Remedies. Injunctive relief is standard. Liquidated damages, fee shifting, and indemnification for the disclosing party's costs are not, and are worth pushing back on.
• Assignment and successors, and whether the obligations follow a business unit or subsidiary you later sell.

Guardrails

• This is a commercial screen, not legal advice. It does not create an attorney-client relationship and does not replace review by counsel. Anything unusual, bespoke, or high-stakes goes to a lawyer — and the recommendation should say so specifically rather than defensively hedging on everything.
• Quote exactly. Every issue reproduces the operative language verbatim with its section. No paraphrase inside quotation marks, and no characterization of a clause without the text that supports it.
• Never assert a provision is absent without checking the whole document, including exhibits, schedules, and defined terms. Exclusivity and competing-activity restrictions in particular are often placed away from where they belong.
• "Market" varies. Market convention differs by deal size, sector, geography, the nature of the relationship, and whether the counterparty is running a competitive process. State what you are comparing against, and note where the user's own house positions would change the call.
• Markup language is a starting draft. Proposed text must be flagged as subject to counsel review before it goes back, especially anything touching governing law, remedies, or exclusivity.
• Do not counsel the user to breach an obligation or to work around a provision they have already agreed to elsewhere.
• Confidentiality: the NDA itself and the existence of the conversation are usually confidential. Assume an organization-approved AI environment.

Quality checks

• Every issue has a section cite and a verbatim quote
• Affiliate / subsidiary reach addressed explicitly, even when the answer is "no reach"
• Exclusivity or standstill-type restriction addressed explicitly, including its absence
• Competing-activity and non-use breadth assessed for what the organization actually does
• Non-solicit assessed on scope, duration, and carve-outs as three separate questions
• Every negotiate-or-worse issue has actual replacement language, plus a fallback
• Likelihood-of-concession stated, so the user knows what to spend negotiating capital on
• The scope-of-reach table is fully answered
• Bottom line commits to one of the three calls
• If "send to counsel," the specific provisions are named

Example prompts

"NDA from the vendor for the ERP evaluation, attached. Standard enterprise software procurement, we want to see the demo environment. Our house positions: no non-solicit past 12 months, never accept anything covering non-management employees, never accept exclusivity during an evaluation. Can we sign it today?"

"Mutual NDA for a partnership conversation with a startup. Attached. We have two business units in the adjacent space — flag anything that constrains what they can do."

"Our agency got this NDA from a prospective client before they'll share the brief. Review it and mark it up. Also compare it to the NDA we signed with their parent company last year, attached as the second file — I want to know what they changed."

"Banker sent an NDA on a sell-side process for a company we're looking at acquiring. We own a competing product. Flag the standstill, the affiliate reach, and anything limiting which lenders we can talk to."

Works well with

Once the NDA is signed and the materials arrive, run proposal-first-pass. Use project-folder-organizer to set up the project folder before diligence or evaluation materials start landing. For the long-form agreement that follows a successful NDA, use contract-obligations-extractor.