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:

1. Summary: Brief overview of the NDA
2. Key Terms: Important dates, parties, scope
3. Issues Found: List of problems categorized by severity (Critical/Major/Minor)
4. Missing Provisions: Standard clauses that are absent
5. Recommendations: Suggested changes or negotiation points