Pro
NDA Review Assistant
Clause-by-clause NDA review for your side of the deal, with redlines and fallbacks
NDA Review Assistant gives your agent a structured, role-aware way to review non-disclosure agreements before you sign them. It is built for founders, consultants, in-house generalists and anyone who signs NDAs without a lawyer on every one.
How it works
The skill first establishes which side you are on (discloser, recipient or both) and checks whether a "mutual" NDA is really mutual. It then rates every clause GREEN, YELLOW or RED for your role: the definition of confidential information, exclusions, standard of care, permitted and compelled disclosure, term and survival, return and destruction, residuals, non-solicit and hidden non-compete clauses, IP and feedback, remedies, governing law, assignment, export control and personal data. Each risk is explained in plain English with paste-ready redlines and fallback positions, so you can concede in steps.
What you get
- A summary table, issues list, consolidated redlines and questions for counsel
- A clause library with model positions for disclosers and recipients
- 25 common traps, from marking requirements to feedback grabs
- US-centric jurisdiction notes with UK and EU differences
- Two fully worked reviews of fictional NDAs, one from each side
Important: this is a review aid, not legal advice. Enforceability depends on governing law and facts; for anything material, have a qualified lawyer review before you sign.
Highlights
- Rates every clause GREEN/YELLOW/RED for discloser, recipient or both
- Spots fake-mutual NDAs, residuals, feedback grabs and hidden non-competes
- Paste-ready redlines with fallback positions to concede in steps
- US-centric jurisdiction notes with UK and EU differences
- Two worked reviews of fictional NDAs, one from each side
Example
Here's Halvard's 'mutual' NDA. We're the startup and we'll mostly be showing them our model architecture and some source. Can we sign it?
# NDA review - Halvard Dynamics / Quillfeather Labs Mutual NDA > Not legal advice: a structured review to support your judgment. Enforceability depends on governing law and facts. Your side: Quillfeather Labs - mostly Discloser | Type: mutual in form; key carve-outs favor Halvard only Recommendation: Negotiate before signing - hold source excerpts until 2, 7, 8, 10 and 17 are fixed Ratings: RED 5 | YELLOW 10 | GREEN 4 - of which missing: 2 (both YELLOW) | # | Clause | Sec | Rating | Why | | 2 | Definition | 2 | RED | Marking + 10-day memos; oral disclosures slip through | | 7 | Residuals | 7 | RED | Halvard engineers may reuse what they remember of your model | | 17 | Entire agreement | 17 | RED | Would supersede your March pilot NDA (5-year term) | Issue 2 - Residuals (7) - RED, must-have Risk for you: an engineer from the walkthrough can rebuild your approach from memory, and this clause permits it. Ask for: delete Section 7. Fallbacks: (1) exclude source code, model architectures, training methods, benchmark data and trade secrets; (2) add "This Section grants no license under any patent, copyright or trade secret."
A logistics client sent me this confidentiality agreement before a paid discovery project. I work with other logistics companies too. What should I push back on?
Your side: Tessellate Data Co. - Recipient | Type: one-way (discloser: Larkspur) Recommendation: Escalate to counsel - the non-compete, invention assignment, indemnity, liquidated damages and personal data go well beyond confidentiality. Ratings: RED 10 | YELLOW 5 | GREEN 1 - of which missing: 4 (2 RED, 2 YELLOW) Issue 1 - Non-competition (7) - RED, must-have What it says: no services to any business "engaged in freight, logistics or transportation services" for 24 months. Risk for you: that is most of your client base; signing to win a USD 18,000 project could bar existing work, even if you never use Larkspur's data. Ask for: replace 7 with: "7. Freedom to Operate. Nothing in this Agreement prevents Recipient from providing services to others, including Larkspur's competitors, provided Recipient does not use or disclose Larkspur's Confidential Information in breach of this Agreement." Fallbacks: (1) engagement period only, max. 3 named direct competitors, same service only; (2) the individuals who handled Larkspur data stay off a named competitor's routing project for 6 months. Questions for counsel 1. Under Texas law, would 7 be enforceable against Tessellate as a business?
Is this OK in a vendor NDA where we're receiving info? 'The obligations of the Receiving Party shall survive indefinitely.'
Quick check - one clause pasted (confidentiality term), your side: Recipient (vendor) Clause: "The obligations of the Receiving Party shall survive indefinitely." Rating: YELLOW on its own; RED if the definition is "all information, whether or not marked" (you only pasted this clause, so the definition is "not provided"). Risk for you: an indefinite duty is workable for genuinely secret material, but combined with a broad definition you could never be sure you are free to use general knowledge from the project. Ask for: "The Receiving Party's obligations continue for three (3) years after each disclosure, except that obligations for any trade secret continue for as long as it remains a trade secret under applicable law." Fallbacks: (1) five years with the same trade-secret carve-out; (2) indefinite only for listed categories (source code, customer lists, pricing). Send the full agreement for a clause-by-clause review; the definition, exclusions and remedies decide how much this clause matters.
What's inside
nda-review-assistant/ ├── agents/ │ └── openai.yaml ├── references/ │ ├── clause-library.md │ ├── common-traps.md │ ├── jurisdiction-notes.md │ ├── worked-example-mutual-discloser.md │ └── worked-example-oneway-recipient.md ├── LICENSE.txt ├── README.md └── SKILL.md
Install by unzipping into your agent's skills folder. Install guide →