Prompt Pilotby Write.law
All prompts

Analyze/Featured

Review a counterparty's NDA in fifteen minutes

Scores an incoming NDA green, yellow, or red, flags only the clauses that actually move risk, and hands you paste-ready redlines plus the send-back email.

About 12 minintermediateIn-house, Transactional

Your prompt5,416 characters

Still to fill in: NDA text, What this NDA is gating, Governing law and forum

RoleYou are a senior in-house counsel who has reviewed thousands of NDAs and refuses to spend more than fifteen minutes on one. You know five clauses carry the risk and the rest is upholstery, you never redline a governing-law provision just to look busy, and you write every comment so the dealmaker forwarding it does not have to translate you.What I needReview the NDA below as Mostly discloser: we share more on this deal: What this NDA is gating. Governing law is Governing law and forum. Trade secrets in scope: Yes: trade secrets will be disclosed. Score it, flag only what moves risk, and give me language I can paste back today.InputsNDA: NDA text Direction of disclosure: Mostly discloser: we share more What this gates: What this NDA is gating Governing law and forum: Governing law and forum Trade secrets in scope: Yes: trade secrets will be disclosedHow to work this1. Audit the five clauses that carry risk: definition of Confidential Information, disclosure period and survival, permitted use, return or destruction, and remedies. Quote the operative words and give the section number for each. 2. Test the definition against the disclosures I described. If confidentiality attaches only on written marking, say what loses protection. 3. Separate the two clocks and state both: how long the NDA covers new disclosures, and how long obligations run on each one. If they are collapsed into one term, that is a finding. 4. Run the carve-out checklist: independently developed, already known, public domain, lawfully received from a third party, compelled by law with notice and cooperation. Name any that is missing and any extra carve-out they added. 5. Search for a residuals clause, affiliate sharing, a feedback or improvements license, and a non-solicit rider: the four ways an NDA quietly becomes something else. Say plainly if none are present. 6. For each issue give three lines: the clause as drafted in quotation marks with its section number, the problem in one sentence a dealmaker would understand, and paste-ready replacement language. 7. If Yes: trade secrets will be disclosed is yes, reject any survival sunset outright and say why in one line. 8. Score green / yellow / red with a one-sentence reason, then write the four-sentence send-back email.Ask me firstBefore you produce anything, ask me these questions, then stop and wait: 1. What will we actually disclose in the next ninety days, and in what form: a roadmap deck, a live demo, source code, pricing, a customer list? The definition of Confidential Information has to be built for real disclosures, not hypothetical ones. 2. Has the counterparty already refused our form, or is this the first paper on the table? That decides whether I redline theirs or send ours back. 3. Who signs on our side, and how many rounds will they tolerate before they sign whatever is in front of them to get the meeting booked? 4. Is there anything in scope that would survive as a trade secret (an algorithm, a supplier list, unpublished pricing logic) as opposed to ordinary business confidential information? Do not begin the review until I answer. If I tell you to proceed anyway, state each assumption at the top of your output and mark it [ASSUMPTION - verify].Output formatScore: green / yellow / red, one-sentence rationale. Then Issues that matter, maximum five, ordered by risk, each with the quoted clause and section, the problem in one sentence, and paste-ready redline. Then a carve-out check marking all five present or missing. Then What I did not flag, one line. Then a four-sentence send-back email that leads with agreement and names the asks. End with one line naming the two of my answers that most changed this review: say what score and which redlines you would have landed on without them. If an answer changed nothing, say so; it means I should not have been asked.Never do this- If your review would read the same for any NDA between any two companies, it is too generic. Tie every flag to what we are actually disclosing on this deal. - No hedging filler. Cut "arguably," "it should be noted," and "this is fairly standard" used in place of analysis. Do not tell me to consult an attorney. I am the attorney signing off. - Every statutory reference, case, or enforceability claim must come from my inputs or be marked [UNVERIFIED - confirm before relying]. Never invent a citation or assert a rule of Governing law and forum you are not certain of. - Where you do not know whether Governing law and forum will enforce perpetual confidentiality, a liquidated-damages clause, or a fee-shifting provision, say you do not know. Do not smooth over the gap with fluent prose. - Do not pad. A clean mutual NDA with one problem gets a five-line review. Length is not value.Before you answer- Did I quote actual clause language with a section number for every flag, rather than paraphrasing? - Is every redline drop-in text, or did one of them turn into commentary about what to ask for? - If trade secrets are in scope, did I reject the survival sunset instead of negotiating it? - Did I check for residuals, affiliate sharing, feedback licenses, and non-solicits, and say so either way? - Would this review be useless on a different NDA? It should be.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

2

Pressure-test it

Makes the AI switch hats and attack its own answer.

The counterparty's sales team already has the demo on the calendar; my markup is what stands between them and it. Answer as the general counsel whose form this is: which two of my redlines do you refuse outright, and which one is so far off-market that you stop treating us as a serious counterparty? Rewrite those as fallback language you would actually sign today, and tell me what each fallback costs us if the deal goes wrong.
3

Go deeper

Pushes the work further once the basics are right.

The point is not to review the next one myself. Turn this review into a one-page NDA playbook the deal team can run without me: our standard position on each of the five clauses, the fallback we will accept, the two positions that are non-negotiable, and a three-question screen that tells a non-lawyer whether an incoming NDA can be signed or has to come to legal.

Before you run it

What to gather first

  • What you will actually disclose in the next ninety days, and in what form
  • Whether the flow is genuinely mutual or mostly one direction
  • Whether the counterparty has already refused your form
  • Whether anything you will share qualifies as a trade secret
  • Who signs on your side and how many rounds they will tolerate

Watch for

  • If the word "residuals" appears anywhere in the document, read that clause twice. It can license everything the other side's people remember, which is most of what you showed them.
  • Mutual is not automatically better. If you are mostly receiving, a mutual NDA loads you with obligations you did not need and gives you protections you will never use.
  • Courts in some states will not enforce perpetual confidentiality for information that is not a trade secret, and may strike or reform the term. Confirm the rule in the governing jurisdiction before you insist on it.
  • Do not paste the confidential information itself into the model while reviewing the NDA that is supposed to protect it.
  • The model reads only what you paste. Purpose schedules, affiliate definitions, and incorporated security exhibits are where NDAs quietly expand.

What comes back

A green/yellow/red score with a one-sentence rationale, up to five issue blocks (quoted clause with section, the problem in one sentence, paste-ready redline), a five-item carve-out check, a one-line note on what was reviewed and not flagged, and a four-sentence send-back email to the counterparty.

See an example of what you’ll get
*(After you answer the four questions, say, we are disclosing our retailer-feed architecture and unpublished pricing logic in a live demo, they refused our form, our VP Sales signs and will tolerate one round, and yes there are trade secrets in scope.)* Score: YELLOW. Four redlines, all standard, closeable before Tuesday's demo. Issues that matter 1. § 1: Definition of Confidential Information. > "Confidential Information means information marked or identified in writing as confidential at the time of disclosure." A live architecture demo produces nothing marked. On this language, the single most sensitive thing we are showing them next Tuesday is unprotected. > Redline: "Confidential Information means any non-public information disclosed by or on behalf of the Discloser, in any form, whether or not marked, that a reasonable person would understand to be confidential under the circumstances, including all information relating to the Discloser's products, architecture, pricing, customers, financials, and business plans." 2. § 4: Term and survival. > "This Agreement shall terminate two (2) years from the Effective Date, and all obligations hereunder shall terminate therewith." One clock, not two. Our pricing logic becomes free to them in month 25, and a contractual expiry on a trade secret is evidence it was not treated as one. > Redline: "The disclosure period under this Agreement shall be two (2) years. Each party's obligations with respect to Confidential Information shall survive for five (5) years after each disclosure, except that obligations with respect to trade secrets shall continue for so long as the information remains a trade secret under applicable law." 3. § 6: Residuals. > "Receiving Party shall be free to use Residuals (information retained in the unaided memory of its personnel) for any purpose." This is a license to our architecture. Every engineer on their demo call is inside the carve-out. > Redline: Delete § 6 in its entirety. This is the one we do not trade. 4. § 9: Remedies (absent). No acknowledgment that breach causes irreparable harm. Under New York law we can still seek an injunction, but the clause makes the TRO application meaningfully faster. > Redline: "Each party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages are an inadequate remedy, and that the non-breaching party shall be entitled to seek injunctive relief without the necessity of posting a bond." Carve-out check. Independently developed: present (§ 2(a)). Already known: present (§ 2(b)). Public domain: present (§ 2(c)). Lawfully received from a third party: MISSING; add, it is standard and costless to them. Compelled by law: present (§ 2(d)) but with no notice obligation; add "to the extent legally permitted, Receiving Party shall give prompt written notice and reasonable cooperation to allow Discloser to seek a protective order." What I did not flag. §§ 10–14 (notices, assignment, severability, counterparts, entire agreement) are unremarkable. New York governing law is fine for us [safe - § 12]. Send-back email. "Hi Sam, thanks for sending this over, it is close and we can be done before Tuesday. Four changes, all attached as redlines: the definition of Confidential Information (a demo produces nothing marked), a survival period separate from the two-year disclosure term, deletion of the residuals clause, and standard injunctive-relief language. Everything else stays as drafted, including New York law. Happy to take five minutes on the phone if the residuals point needs a conversation." What your answers changed. That the disclosure is a live architecture demo is why § 1 leads the list. Hand them a written data-room package where everything gets stamped and the marking requirement works as drafted, and this is a three-redline review. That trade secrets are in scope is why § 4 gets a carve-out running as long as the information stays secret rather than a negotiated number; with ordinary confidential information only, a flat five-year survival closes that clause and the point about a contractual expiry being evidence against you does not belong in the review. Their having refused your form changed nothing on these facts. With the demo Tuesday and one round of tolerance from your VP Sales, redlining their paper was the only route either way. The score is YELLOW on any of these answers; § 6 residuals sits in their paper whatever you had told me, and it is the one item that turns this red if they refuse to cut it.
Why this prompt is built the way it is
## Framework 1. **Five clauses do the work.** Definition of Confidential Information, term and survival, permitted use, return or destruction, and remedies. Everything else is filler unless it is genuinely off-market. 2. **Direction of flow decides everything.** If you are mostly receiving, obligations you accept are costs. If you are mostly disclosing, protections you fail to get are losses. Mutual is only good when the flow really is mutual. 3. **Two clocks, not one.** The disclosure period (how long the NDA covers new disclosures, usually 1–2 years) and the survival period (how long obligations last on each disclosure, usually 3–5 years). Trade secrets survive as long as they remain secret. 4. **Marking requirements kill NDAs.** If confidentiality attaches only to material marked "Confidential" at disclosure, most of what you actually share on calls and demos is unprotected. 5. **Carve-outs are load-bearing and standard.** Independently developed, already known, public domain, lawfully received from a third party, compelled by law with notice. Any missing one is a gap; any added one is a hole. 6. **Hunt the residuals clause.** A residuals provision licenses everything your counterparty's engineers remember. It neutralizes the agreement. 7. **Score and stop.** Green: sign. Yellow: these redlines. Red: escalate or walk. Give the reason in one sentence.