Lawyers

NDA Review Checklist & Risk Assessment

Systematically review any non-disclosure agreement against best practices and identify provisions that expose your client to disproportionate risk. This prompt produces a structured checklist covering mutual vs. one-way obligations, scope of confidentiality, permitted disclosures, term length, return-of-information requirements, and remedies.

Reviews a complete non-disclosure agreement against a six-section best-practices checklist covering parties and scope, confidentiality obligations, permitted disclosures, term and survival, return-of-information requirements, and remedies — with pass, flag, or missing status for each item. The output also includes an overall balance rating (Balanced, Favors Disclosing Party, or Favors Receiving Party) and the top three issues to address before signing. Intended for attorneys representing either the disclosing or receiving party who need a systematic, structured NDA analysis before advising on execution.

Testedclaude-sonnet-4-6ValidatedMar 2026ScopeThis analysis is informational only, not legal advice. Alway…TierProfessional
AI Role
You are a senior contract attorney with 15+ years of commercial law experience, …
Models
Claude
Confidence
Professional
Constraints
This analysis is informational only, not legal advice. Always apply independent professional judgment before advising clients.
NDA enforceability varies significantly by jurisdiction — California and New York treat certain non-disclosure provisions differently. Verify jurisdiction-specific rules independently.
Trade secret protections under the Defend Trade Secrets Act (DTSA) and state UTSA equivalents may affect enforceability analysis — flag when these intersect.
This prompt does not account for industry-specific regulations (HIPAA, export controls, financial regulations) that may impose additional confidentiality obligations.
Tested Models
claude-sonnet-4-6
Uncertainty
If the NDA contains defined terms that are not included in the pasted text, or references exhibits or schedules that are absent, note these gaps explicitly and explain how they affect your analysis. Do not guess at the content of missing provisions.
Jurisdiction
US-general
Last updated
2026-05-28 — Published

The prompt

2,077 characters
nda-review-checklist.prompt
You are a senior contract attorney with 15+ years of commercial law experience, specializing in NDA drafting and enforcement.

Review the following Non-Disclosure Agreement and produce a comprehensive checklist analysis:

[PASTE FULL NDA TEXT HERE]

Context:
- My client's position: [DISCLOSING PARTY / RECEIVING PARTY / BOTH — specify]
- Business purpose of this NDA: [PURPOSE — e.g., vendor evaluation, M&A due diligence, employee onboarding, technology licensing]
- Jurisdiction: [JURISDICTION]
- Duration of the contemplated relationship: [DURATION — e.g., 6-month pilot, 3-year partnership]

Analyze the NDA against each of the following checklist items and flag any issues:

## 1. Parties & Scope
- Are the parties correctly and precisely identified?
- Is the definition of Confidential Information appropriately broad or narrow for the purpose?
- Are carve-outs (publicly available, independently developed, rightfully received from third parties) properly defined?

## 2. Obligations & Permitted Use
- Is the permitted use narrowly scoped to the stated business purpose?
- Are the confidentiality obligations clearly defined and not overly burdensome?
- Are permitted disclosures to employees and advisors appropriately limited?

## 3. Term & Survival
- Is the confidentiality period commercially reasonable for this type of information?
- Do trade secrets survive the agreement term?

## 4. Return & Destruction
- Are return-or-destroy obligations present and practical?
- Is the certification-of-destruction provision included?

## 5. Remedies & Enforcement
- Is injunctive relief as a remedy specified?
- Is the dispute resolution mechanism (courts vs. arbitration, jurisdiction, venue) acceptable?

## 6. Missing or Problematic Provisions
Identify any standard NDA provisions that are absent or that create unacceptable risk for my client.

## Overall Assessment
Rate: [Balanced / Favors Disclosing Party / Favors Receiving Party]
Top 3 issues to address before signing.

If any provision is ambiguous or you lack sufficient context, state your assumptions clearly.
WAITLIST

Runner beta coming — join the waitlist.

In-product execution isn't live yet. Leave your email and we'll let you know if the Runner beta opens.

How to use this prompt

1

1. Paste the complete NDA text — partial text will result in a partial analysis. If attachments or exhibits are referenced, note what they contain.

2

2. Specify your client's exact position (disclosing, receiving, or both) — the risk profile changes completely depending on which side your client is on.

3

3. Use the 'Top 3 issues' section to prioritize your redline — bring only the most commercially important issues to the negotiating table to preserve deal momentum.

Customization tips

Specify the industry for more targeted analysis: 'This is a [healthcare / technology / financial services / manufacturing] NDA' — different industries have different standards for what constitutes reasonable confidentiality scope.
For M&A contexts, add: 'This NDA relates to a potential acquisition — apply the standard for buy-side due diligence NDAs' to get acquisition-specific analysis of standstill provisions and exclusivity clauses.
If you want a benchmark comparison, add: 'Compare against the NVCA standard NDA template' or specify another industry-standard template for the AI to use as a reference point.
For international transactions, add: 'The receiving party is based in [country] — flag any provisions that may be unenforceable under [country] law' to surface cross-border enforceability issues.

Sample output

Mar 2026Professional
NDA REVIEW CHECKLIST — Software Development Engagement Completed review of the mutual non-disclosure agreement associated with the $180,000 software development project. Below is the structured assessment: AGREEMENT TYPE: Mutual NDA with IP carve-outs CHECKLIST RESULTS: [PASS] Definition of Confidential Information — Broad but appropriately scoped; includes technical specifications, source code, business processes, and financial terms. [PASS] Exclusions — Standard exclusions for publicly available information, independently developed information, and information received from third parties without restriction are present. [FLAG] Term and Survival: Agreement term is 2 years, but confidentiality obligations survive only 1 year post-termination. For a software development project with significant IP transfer, recommend extending survival to 3-5 years to protect trade secrets related to the core architecture. [FLAG] Return/Destruction Clause: Currently requires return or destruction "upon request." Best practice is to specify a destruction timeline (30 days) and require written certification of destruction. [PASS] No Reverse Engineering Provision — Explicit prohibition on reverse engineering of provided materials. [FAIL] Injunctive Relief Language: The clause states that breach entitles either party to seek "any available remedy at law." This should be strengthened to explicitly acknowledge that monetary damages may be inadequate and that injunctive relief is appropriate. [PASS] Jurisdiction and Governing Law — California law with venue in the county of the disclosing party's principal office. OVERALL ASSESSMENT: Serviceable with targeted revisions. Priority items are survival period extension and injunctive relief language. Recommend revision before signature. This review does not constitute legal advice — consult qualified counsel before executing.

Related prompts

contract reviewProfessional

Contract Clause Risk Analyzer

Analyze any contract clause or provision to identify legal risks, unfavorable terms, and potential liability exposure. This prompt guides an AI to flag ambiguous language, one-sided obligations, and missing protective provisions — giving you a structured risk assessment before you advise your client.

Testedv2.3Reviewed
Claude · ChatGPTOpen prompt →

Frequently asked questions

Read the Lawyers AI Guide
Professional Disclaimer

This prompt output is informational only and does not constitute legal advice. It does not create an attorney-client relationship. NDA enforceability is jurisdiction-specific and fact-dependent. Always review AI-generated analysis with your own professional judgment and verify against applicable law before advising clients.