nda-analyser

NDA Analyser Skill

NDAs are often treated as routine paperwork but contain terms with significant long-term consequences. This skill analyses them systematically.

Required Inputs

• NDA text (paste in full or describe key clauses)
• Your party position (disclosing / receiving / mutual)
• Purpose of the NDA (e.g. pre-sales, hiring, M&A, partnership)
• Industry context (optional)

Output Structure

1. NDA Type and Parties

• Type: Unilateral / Mutual
• Disclosing party: [Name]
• Receiving party: [Name]
• Purpose: [As stated]
• Governing law: [Jurisdiction]
• Term: [Duration of obligations]

2. Definition of Confidential Information

• How broadly defined? Narrow / Standard / Very broad
• Oral disclosures included? Yes / No / With conditions
• Standard exclusions present? [public domain, prior knowledge, independently developed, legally required disclosure]
• Flag: [Unusual inclusions or missing exclusions]

3. Key Clause Analysis

[Clause name] — Concern / Watch / Standard

• What it says: [Plain English]
• Issue: [Why flagged]
• Standard position: [What this typically looks like]
• Negotiation suggestion: [If applicable]

Clauses always covered: permitted use, non-solicitation/non-compete, term and post-termination obligations, return/destruction of information, remedies, liability, residuals clause.

4. Negotiation Checklist

| Point | Current position | Suggested ask |

|---|---|---|

| [e.g. Confidentiality term] | [e.g. 5 years] | [e.g. Reduce to 2 years] |

5. Plain English Verdict

2-3 sentences. Standard NDA, one-sided, or needs a lawyer?

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WARNING: This analysis is for informational purposes only and is not legal advice. Consult a qualified solicitor before signing.

Quality Checks

• [ ] Definition of confidential information assessed for scope (narrow / standard / very broad)
• [ ] Residuals clause checked (allows memory use of disclosed information — high-risk)
• [ ] Non-solicitation / non-compete provisions flagged
• [ ] Post-termination obligations duration noted
• [ ] Plain English verdict given (standard / one-sided / needs lawyer)
• [ ] Disclaimer is included

Anti-Patterns

• [ ] Do not present the analysis as legal advice — the disclaimer must appear prominently and the output must recommend qualified legal review before any signing decision
• [ ] Do not skip the residuals clause check — residuals clauses allow the receiving party to use disclosed information from memory, which is one of the highest-risk provisions in any NDA
• [ ] Do not evaluate only the clauses explicitly flagged by the user — a complete analysis must cover all standard clause types even if the user only asked about one
• [ ] Do not assess breadth of the confidentiality definition without checking for oral disclosure coverage — oral disclosures with no written confirmation requirement are a common enforcement gap
• [ ] Do not omit the plain English verdict — a clause-by-clause analysis without a summary conclusion leaves the user unable to act on the findings

Example Trigger Phrases

• "Analyse this NDA"
• "Review this confidentiality agreement"
• "Is this NDA standard or unusual?"
• "What should I negotiate in this mutual NDA?"