NDA Review Skill

When reviewing a Non-Disclosure Agreement, analyze the following aspects:

Core Elements

• Parties: Verify correct identification of all parties, legal entity names, and contact details

• Definition of Confidential Information: Check scope and clarity of what constitutes confidential information

• Term: Review agreement duration and confidentiality survival period after termination

• Purpose: Verify the permitted use of confidential information is clearly stated

Obligations

• Non-disclosure obligations for receiving party

• Restrictions on use of information

• Information protection and security requirements

• Return or destruction of information procedures upon termination

• Obligations regarding employees and third-party access

Standard Exclusions

Verify these standard exclusions are present:

• Information already in public domain

• Information already known to receiving party

• Information independently developed

• Information received from third party without restriction

• Information required to be disclosed by law or court order

Liability and Remedies

• Breach penalties and consequences

• Injunctive relief provisions

• Damages and indemnification clauses

• Limitation of liability (check for reasonableness)

Risk Assessment

Flag the following issues:

• One-sided terms favoring only one party

• Ambiguous language or vague definitions

• Overly broad definition of confidential information

• Unreasonable time periods (too long or perpetual)

• Missing standard exclusions

• Non-compete or non-solicitation clauses hidden in NDA

• Excessive penalties disproportionate to potential harm

• Missing governing law and jurisdiction

Output Format

Provide a structured report with:

• Summary: Brief overview of the NDA

• Key Terms: Important dates, parties, scope

• Issues Found: List of problems categorized by severity (Critical/Major/Minor)

• Missing Provisions: Standard clauses that are absent

• Recommendations: Suggested changes or negotiation points