⚠️ EXPERIMENTAL — This skill is provided for educational and informational purposes only. It does NOT constitute legal advice. All responsibility for usage rests with the user. Consult qualified legal professionals before acting on any output.

NDA Review

Deep clause-by-clause NDA review tool that analyzes agreements from Recipient or Discloser perspective. Produces structured issue logs with preferred redlines, fallback positions, rationale, owners, and deadlines.

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Table of Contents

• Tools
  • NDA Clause Reviewer
• Reference Guides
• Workflows
  • Full NDA Review
  • Perspective-Based Review
• Immediate Red Flags
• Review Checklists
• Variation Callouts
• Risk Rating Guide
• Common Pitfalls
• Troubleshooting
• Success Criteria
• Scope & Limitations
• Anti-Patterns
• Tool Reference

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Tools

NDA Clause Reviewer

Performs deep analysis of NDA text, extracting and classifying each clause against best practices. Detects overbroad definitions, missing carveouts, problematic residuals, IP grants, indemnification, and audit rights.

# Review from recipient perspective (default)
python scripts/nda_clause_reviewer.py nda_draft.txt

# Review from discloser perspective
python scripts/nda_clause_reviewer.py nda_draft.txt --perspective discloser

# JSON output for integration
python scripts/nda_clause_reviewer.py nda_draft.txt --json

# Save issue log
python scripts/nda_clause_reviewer.py nda_draft.txt --output issues.json --json

What it produces:

• Clause-by-clause issue log with H/M/L risk ratings
• Preferred redline for each issue
• Fallback position if preferred is rejected
• Rationale for each recommendation
• Owner assignment (legal, business, executive)
• Deadline category (pre-signing, 30-day, 90-day)

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Reference Guides

NDA Clause Reference

references/nda_clause_reference.md

Five deep reference modules:

• Duration & Scope (term, survival, scope limitations)
• Key Clauses (definition, purpose, permitted use, marking)
• Party Obligations (standard of care, use restriction, disclosure limits)
• Remedies & Liability (injunctive relief, damages, indemnification)
• Standard Exceptions (public knowledge, prior possession, independent development, third-party receipt, legal compulsion)

NDA Review Templates

references/nda_review_templates.md

Output templates and worked examples:

• Executive Summary format
• Clause-by-clause Issue Log table format
• Ownership and timing defaults by topic category
• Worked examples for social media endorsement and group licensing scenarios

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Workflows

Full NDA Review

1. Triage first -- Run nda-triage skill for quick GREEN/YELLOW/RED classification
2. Deep review -- Run nda_clause_reviewer.py with appropriate --perspective
3. Review issue log -- Address HIGH-risk items first, then MEDIUM, then LOW
4. Prepare redlines -- Use preferred positions; prepare fallbacks
5. Assign owners -- Legal owns clause language; business owns commercial terms
6. Set deadlines -- Pre-signing items before next meeting; post-signing items within 30-90 days
7. Negotiate -- Present redlines; use fallbacks as needed
8. Final review -- Verify all issues resolved before execution

Perspective-Based Review

Perspective	Focus Areas	Key Concerns
Recipient	Scope of obligations, carveouts, residuals, return/destruction	Protecting freedom to operate; avoiding contamination claims
Discloser	Definition breadth, remedies, duration, permitted disclosures	Maximizing protection; ensuring adequate enforcement

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Immediate Red Flags

Stop review and escalate if any of these 7 red flags are present.

#	Red Flag	Why It Matters	Escalation
1	Non-compete clause	Restricts business operations; requires separate consideration and analysis	Senior counsel immediately
2	IP assignment or license grant	Transfers rights beyond confidentiality scope	Senior counsel immediately
3	Non-solicitation of employees or customers	Employment law implications; may be unenforceable	Senior counsel within 24 hours
4	Missing 3+ standard carveouts	Fundamentally deficient NDA	Counsel review before any response
5	Liquidated damages or penalty clause	Transforms NDA into penalty contract	Senior counsel within 24 hours
6	Perpetual obligations with no termination	Indefinite legal burden with no exit	Counsel review within 48 hours
7	Exclusivity provision	Limits engagement with other parties	Business leadership + counsel

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Review Checklists

Recipient Checklist (8 Topics)

#	Topic	Key Questions	Risk if Missing
1	Definition Scope	Is confidential info bounded? Is there a marking requirement?	Overbroad definition traps all shared information
2	Standard Carveouts	Are all 5 carveouts present and properly drafted?	Missing carveouts restrict legitimate business activities
3	Permitted Use	Is use restricted to stated purpose? Can we share with advisors?	Overly restrictive use limits may impede evaluation
4	Residuals	Is there a residuals clause? Is it narrow or broad?	Broad residuals clause benefits; narrow or absent protects discloser
5	Return/Destruction	Return or destroy option? Retention exception for backups?	No retention exception is impractical for electronic data
6	Term & Survival	Reasonable term? Reasonable survival period? Termination right?	Perpetual obligations are burdensome
7	Remedies	Injunctive relief only? Or liquidated damages/indemnification?	Excessive remedies shift risk disproportionately
8	Problematic Provisions	Non-compete? Non-solicitation? IP assignment? Audit rights?	These provisions have no place in a standard NDA

Discloser Checklist (5 Topics)

#	Topic	Key Questions	Risk if Missing
1	Definition Breadth	Does definition cover all information we will share? All forms?	Gaps in definition leave information unprotected
2	Obligation Strength	Standard of care adequate? Written agreements from recipients?	Weak obligations increase risk of unauthorized disclosure
3	Remedies	Injunctive relief available? Is it meaningful in this jurisdiction?	Without adequate remedies, NDA is unenforceable in practice
4	Duration	Is the term long enough? Does survival cover our exposure window?	Short terms may expire before information loses value
5	Recipient Limits	Who can receive? Is need-to-know enforced? Downstream binding?	Unrestricted sharing exposes information to unauthorized parties

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Variation Callouts

Different NDA contexts require different review emphasis.

M&A Context

Additional Concern	Reason	Recommended Position
Standstill provision	Prevents hostile acquisition moves during due diligence	Accept if mutual and time-limited (12-18 months)
Non-solicitation of employees	Standard in M&A NDAs	Accept if limited to key employees for 12 months
Broader definition	M&A requires extensive information sharing	Accept broader definition with strong carveouts
Longer survival	Sensitive strategic information shared	3-5 year survival is appropriate
Residuals clause sensitivity	Competitive intelligence at stake	Resist residuals clause or narrow significantly

Employment Context

Additional Concern	Reason	Recommended Position
Invention assignment	Employer IP ownership	Separate from NDA; use invention assignment agreement
Post-employment obligations	Obligations after employment ends	Limit survival to 2 years; ensure enforceability
Scope of work product	What the employee creates	Define in employment agreement, not NDA
Non-compete enforceability	Varies by jurisdiction	Review local law before including; may be void

VC / Fundraising Context

Additional Concern	Reason	Recommended Position
Investor portfolio conflicts	VC may have portfolio companies in same space	Include portfolio company exclusion or conflict provision
Residuals clause	VCs see many similar pitches	Resist; protect trade secrets and specific data
Term limitations	VCs want short obligations	2-3 year term acceptable; ensure adequate survival
Definition scope	Founders want maximum protection	Balance with investor need for portfolio flexibility

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Risk Rating Guide

Rating	Criteria	Action	Timeline
HIGH (H)	Could result in material legal or financial exposure; deal-breaker potential	Must resolve before signing	Pre-signing
MEDIUM (M)	Creates meaningful risk but manageable; strong preference to resolve	Should resolve; accept with documented risk if necessary	Within 30 days
LOW (L)	Minor preference; improves agreement but not material	Nice to resolve; concede if needed for higher-priority wins	Within 90 days

Risk Rating by Issue Type

Issue Type	Typical Rating	Escalation
Missing carveout (any)	M-H	Counsel
Overbroad definition	M	Counsel
Non-compete/non-solicitation	H	Senior counsel
IP assignment	H	Senior counsel
Residuals clause (broad)	M	Counsel
Perpetual obligations	M-H	Counsel
No return/destruction	M	Counsel
Liquidated damages	H	Senior counsel
Missing governing law	L-M	Counsel
One-sided obligations	M	Counsel

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Common Pitfalls

Pitfall	Impact	Fix
Reviewing without knowing your perspective	Recipient and discloser have opposing interests on many clauses	Always set --perspective flag; review with clear role in mind
Treating the NDA as "just a formality"	Missing problematic provisions that create real obligations	Run full clause review on every NDA, regardless of perceived importance
Negotiating clause-by-clause in document order	Wastes time on early low-priority clauses; may not reach critical issues	Prioritize by risk rating; address H items first
Accepting "standard" NDAs without review	Every organization's "standard" is different; one party's standard favors that party	No NDA is truly standard; always review
Ignoring context (M&A, employment, VC)	Standard NDA review misses context-specific risks	Use variation callouts for specialized contexts
Not preparing fallback positions	Stuck when counterparty rejects preferred redline	Prepare preferred + fallback for every H and M item
Signing before resolving H-rated issues	Creates material legal exposure	Require all H items resolved or executive sign-off

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Troubleshooting

Problem	Cause	Solution
All issues rated LOW	NDA is genuinely well-drafted, or text extraction lost key sections	Manually verify critical sections (definition, carveouts, remedies) are in the input file
Perspective flag has no effect	Tool adjusts weighting, not detection; same issues found either way	Perspective changes risk ratings and recommendations, not issue detection
Too many issues generated	NDA is non-standard or poorly drafted	Focus on H-rated issues first; use the issue log as a negotiation roadmap
Script misses embedded provisions	Non-compete or IP clause hidden in definitions or general provisions	Search full document for "compete", "assign", "license", "solicit" manually
Output format does not match template	Tool outputs structured data, not final deliverable	Use references/nda_review_templates.md to format the output for stakeholders

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Success Criteria

• Complete clause-by-clause review in under 15 minutes: Automated analysis replaces 1-2 hours of manual review.
• Zero missed HIGH-risk issues: Every non-compete, IP assignment, and missing carveout is identified.
• Actionable redlines for every H and M issue: Each issue has preferred position, fallback, and rationale.
• Clear ownership assignment: Every issue has a designated owner (legal, business, executive).
• Perspective-appropriate recommendations: Recipient and discloser reviews produce different risk weightings.
• Context-aware review: M&A, employment, and VC variations are flagged when relevant.

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Scope & Limitations

Covers:

• Deep clause-by-clause NDA analysis with pattern matching and risk classification
• Perspective-based review (Recipient vs. Discloser)
• Issue log generation with redlines, fallbacks, rationale, owners, and deadlines
• Detection of 7 immediate red flags for triage
• Context variation awareness (M&A, Employment, VC)

Does NOT cover:

• Legal advice -- this tool supports review, it does not replace qualified legal counsel
• Rapid triage -- use nda-triage for quick GREEN/YELLOW/RED screening
• Contract types beyond NDAs -- use contract-review for general commercial agreements
• Jurisdiction-specific enforceability analysis -- requires local counsel assessment
• Non-English NDAs -- pattern matching is English-language only

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Anti-Patterns

Anti-Pattern	Why It Fails	Better Approach
Running deep review without triage first	Wastes time on detailed analysis of NDAs that should be rejected outright (RED triage)	Always run nda-triage first; only proceed to deep review for YELLOW or GREEN-with-complexity
Using Recipient perspective for both sides	Recipient perspective minimizes obligations and maximizes carveouts, which is wrong if you are the discloser	Always set the correct --perspective flag based on your role
Accepting all LOW-rated issues without review	Some LOW issues are low-risk individually but create cumulative exposure when combined	Review the full issue log for interaction effects; multiple LOW issues in the same area may compound to MEDIUM
Skipping the variation callouts for specialized contexts	Standard NDA review misses M&A standstill provisions, employment invention assignment, VC portfolio conflicts	Check the variation callouts section for your specific deal context

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Tool Reference

nda_clause_reviewer.py

Purpose: Performs deep clause-by-clause NDA analysis. Detects overbroad definitions, missing carveouts, problematic provisions, and generates an issue log with redlines, fallbacks, rationale, owners, and deadlines.

Usage:

python scripts/nda_clause_reviewer.py <nda_file> [--perspective PERSPECTIVE] [--json] [--output FILE]

Flags:

Flag	Short	Default	Description
nda_file	(positional)		Path to NDA text file (.txt or .md)
--perspective	-p	recipient	Review perspective: recipient or discloser
--json		off	Output in JSON format
--output	-o	(stdout)	Write output to file

Example Output (JSON):

{
  "file": "vendor_nda.txt",
  "perspective": "recipient",
  "issues": [
    {
      "id": 1,
      "clause": "Definition of Confidential Information",
      "issue": "Overbroad definition with no marking requirement",
      "risk": "H",
      "preferred_redline": "Narrow to information marked Confidential or confirmed in writing within 10 days",
      "fallback": "Add marking requirement for written; 10-day confirmation for oral",
      "rationale": "Overbroad definition traps all shared information as confidential",
      "owner": "legal",
      "deadline": "pre-signing"
    }
  ],
  "summary": {
    "total_issues": 5,
    "high": 2,
    "medium": 2,
    "low": 1
  }
}

Example Output (Text):

NDA CLAUSE REVIEW — ISSUE LOG
==============================
File: vendor_nda.txt
Perspective: Recipient
Issues Found: 5 (H:2 M:2 L:1)

 #  Risk  Clause                           Issue
 1  H     Definition of Confidential Info  Overbroad definition; no marking requirement
        Preferred: Narrow to marked information with 10-day oral confirmation
        Fallback:  Add marking requirement for written; 10-day confirmation for oral
        Rationale: Overbroad definition traps all shared information
        Owner: legal | Deadline: pre-signing

 2  H     Standard Carveouts               Missing independent development carveout
        Preferred: Add standard independent development exception
        Fallback:  Add with documentary evidence requirement
        Rationale: Missing carveout blocks internal R&D
        Owner: legal | Deadline: pre-signing