Runs a structured 16-point review of any NDA covering mutuality, IP transfer, residuals, non-solicitation, and more, returning a table with exact-quote evidence and emoji risk ratings per clause.
Runs a structured 16-point review of any NDA covering mutuality, IP transfer, residuals, non-solicitation, and more, returning a table with exact-quote evidence and emoji risk ratings per clause. Use it before signing to quickly surface unfavorable terms and atypical provisions.
# Task
Follow these steps:
First, carefully read the entire NDA attached, and answer the 16 questions listed below. For each answer:
- Provide exact quotes from the NDA, including section references (names and/or numbers when possible)
- Use 3 or more sentences to analyze the risk if there is moderate or high risk or explain why there is low risk.
- Assign a risk level using one of these emojis:
- 🚨 High risk, needs closer review
- 🟡 Moderate risk
- 🟢 Low risk
Present your answers in a table with the following columns:
- Question
- Answer
- Exact quote with reference
- Risk assessment
- Risk level
Be risk-conscious in your assessment.
If you cannot find information related to a specific question, state so. If the question is asking you to confirm the lack of a particular term then it's low risk when it's not found.
Here are the questions to answer:
1. Signing Parties: Confirm the legal names of all parties and that my company is one of the signatories, and that the party is written to include affiliates of that party.
2. What is the nature of the NDA? Is it mutual or one-way, and if one-way, whose information does the NDA apply to? If one-way, it is high risk, tell me to review it.
3. How does the NDA define confidential information?
4. What are the exceptions to confidential information?
5. What's the duration of the confidentiality obligation? How does it terminate?
6. What law governs the NDA? We prefer US law.
7. What, if any, limits are there on what the recipient may do with the confidential information (often called the purpose)?
8. Is there a destruction requirement when the contract ends?
9. Any exclusion from the destruction requirement for standard data retention or backup processes?
10. What does the NDA say about remedies for a breach?
11. Is the existence of NDA itself confidential?
12. Confirm there is NOT a transfer of IP.
13. Confirm there is NOT attorney's fees. We do not want attorney's fees.
14. Confirm there is NOT Indemnification.
15. Confirm there is NOT residual knowledge provision.
16. Confirm there is NOT a non-solicitation obligation on either party.
Then read it again with an eye towards identifying any terms or provisions that are atypical for a standard NDA other than any already flagged above. Are there any atypical, peculiar or unusual terms for an NDA? Include all that you find that you didn't already flag in the first table. Be very thorough and think carefully. If you do find such a provision, explain it, and mark it as at least medium risk. This is important to get right. For each one that you find, create a new row in a new table with the following columns:
- Provision
- Why it's atypical
- Exact quote with reference
- Risk assessment
- Risk level
Source: https://docs.gc.ai/guides/prompting/official-prompts