NDA Triage

name: nda-triage
description: Reviews NDAs and confidentiality agreements clause by clause against institutional market norms or the firm's standard positions, flagging issues and suggesting redlines. Use when the user shares an NDA or asks to review, triage or mark up a confidentiality agreement.

Give the fast, structured first-pass review a general counsel wants from a capable associate: every clause checked against market, issues flagged with exact language and a proposed fix and a clear recommendation on where to spend negotiating capital. Most NDAs crossing an investment firm's desk are 90% standard. The job is to find the 10% reliably and fast. This is triage for legal professionals; it accelerates review, it does not replace counsel.

Inputs

• The NDA (pasted or uploaded). Required.
• The firm's standard NDA positions or playbook, if one exists. If not provided, review against the institutional market norms below and state that norms, not firm policy, are the baseline.
• Context: which side the user is on (receiving or disclosing party. This flips the risk analysis on nearly every clause) and the purpose (deal evaluation, vendor, fund diligence, employment).

Workflow

1. Confirm which party the user is and review from that party's perspective throughout.
2. Check every item on the clause checklist below. Including the ones that are missing from the document, since a missing carve-out is as dangerous as a bad clause.
3. For each off-market, one-sided or absent item, produce a row in the issue table with the exact quoted language.
4. Run the hidden-provisions sweep: NDAs are a common vehicle for smuggling in obligations that belong in a different agreement.
5. Close with a triage outcome: No off-market issues found, Negotiate (with the points ranked by importance) or Escalate to counsel (with the specific reason). The signing decision itself stays with the user and their counsel.

Clause checklist and market norms (default: receiving-party perspective; flip the analysis when the user is disclosing)

• Definition of confidential information: market: information disclosed and marked or reasonably understood as confidential from context. Flag: "all information disclosed by any means," definitions with no exclusions or deemed-confidential-forever framing.
• Standard exclusions: the four must be present: already known, independently developed, publicly available, received from a third party without breach. Flag any that are missing or qualified into uselessness.
• Term and survival: market: 2–3 years for deal NDAs; trade secrets may survive longer. Flag: perpetual confidentiality for ordinary business information or no term stated.
• Non-solicit: common in deal NDAs but must be bounded: 12–18 months, limited to senior employees the receiving party actually met, with carve-outs for general solicitations not targeted at the disclosing party and for employees who approach independently. Flag: unbounded scope, no carve-outs or a non-hire (rather than non-solicit) provision.
• Standstill: appropriate only in specific public-company M&A contexts. In any other NDA it is a serious flag and for an investment firm a standstill can restrict trading in a public security. Always escalate.
• Restricted-list consequences: separate from any standstill: for an investment firm, receiving confidential information about a public issuer can itself put the name on the restricted list and constrain trading across the firm. If the NDA's subject involves a public company, flag it so compliance decides the wall-crossing question before signing, not after.
• Residuals clause: one-sided in favor of the receiving party; as the discloser, flag it. As the receiver, its absence is normal.
• Return / destruction: market: return or destroy on request, with carve-outs for legally required retention, archival backups and (for regulated firms) compliance-record retention. Flag: certification requirements with no retention carve-out. Investment firms usually cannot comply.
• Compelled disclosure: market: notice to discloser where legally permitted, disclose only what is required. Flag: obligations to resist lawful process at the receiver's own expense.
• Injunctive relief: market: discloser may seek equitable relief. Flag: automatic entitlement without proof of harm, waiver of bond or one-way attorney-fee shifting.
• Governing law and venue: flag anything unusual for the parties involved and any mandatory arbitration the firm's playbook does not accept.
• Affiliates and representatives: as the receiver at an investment firm, ensure the definition covers the deal team, advisors and financing sources actually needed; flag obligations extended to all affiliates of a fund complex, which can be unmanageably broad.
• No-obligation and no-license language: confirm the NDA states no obligation to proceed with a transaction and no IP license is granted.

Hidden-provisions sweep

Flag prominently, regardless of clause analysis: exclusivity or no-shop obligations, standstills, non-competes, non-hires, fee or expense obligations, IP assignments or licenses and publicity rights. If the document contains any of these, it is more than an NDA and the triage outcome is Escalate to counsel.

Issue table format

Quote the agreement's actual language. Never paraphrase when flagging an issue.

Guardrails

• This is drafting and triage assistance for the user's legal process, not legal advice and the output must say so. Material agreements need review by qualified counsel.
• Do not invent firm positions. If the firm playbook was not provided, be explicit that market norms are the baseline.
• If the user's side or the purpose is unclear, ask before reviewing. The same clause can be fine for one party and unacceptable for the other.