Legal · Review prompts
NDA Review Prompts
Ready-to-use prompts for reviewing non-disclosure agreements with AI. Covers confidentiality definitions, exclusions, permitted disclosures, duration, obligations, return of information, and residuals clauses.
12 prompts · Last reviewed
The definition of confidential information in an NDA determines everything that follows. If it is too broad, you may be bound by obligations you did not expect. If the exclusions are missing, information you already knew or developed independently may still be treated as protected.
These prompts work through both sides of that question. Each one targets a specific NDA clause, written to produce a precise answer about your document rather than a general explanation.
AI is not legal advice
These prompts help you understand what your NDA says. They cannot tell you whether a clause is enforceable, assess your litigation risk, or replace a qualified lawyer for sensitive commercial or employment matters.
Prompts
Summarise this NDA clearly
Summarise this non-disclosure agreement in plain English. Who are the parties, what is the purpose of the NDA, is it mutual or one-sided, and how long does it last?
Find what counts as confidential
How does this NDA define confidential information? What categories of information are covered, and does the definition require information to be marked or labelled as confidential before it qualifies?
List what is not protected
What information is explicitly excluded from confidentiality under this NDA? List all exclusions, such as information already in the public domain, information I already knew before signing, and information I develop independently.
Find my specific obligations
What am I required to do under this NDA to protect confidential information? List every obligation, including any restrictions on use, storage, copying, or disclosure of the information I receive.
Check who I can share information with
Who am I permitted to share confidential information with under this NDA? Does it allow disclosure to employees, advisors, or contractors, and if so, what conditions apply to those disclosures?
Check the required standard of care
What standard of care does this NDA require me to apply when protecting confidential information? Is it a specific standard such as reasonable care, or must I treat the information with the same level of protection I give my own confidential data?
Find how long obligations last
How long do the confidentiality obligations in this NDA last? Does the duty of confidentiality end when the agreement terminates, or does it continue for a period after termination? Is there any information that must be kept confidential indefinitely?
Check return or destruction requirements
What does this NDA require me to do with confidential information when the agreement ends or when the disclosing party requests it? Must I return materials, destroy them, or certify that destruction has taken place?
Find any residuals clause
Does this NDA include a residuals clause? If so, what does it permit? Can I use information retained in unaided memory after returning or destroying confidential materials, and are there any limits on that use?
Check the enforcement and remedies clause
What remedies does this NDA provide if confidentiality obligations are breached? Does it include a right to seek injunctive relief without posting a bond, and does it limit or exclude liability for certain types of loss?
Compare obligations between parties
Do the confidentiality obligations in this NDA apply equally to both parties, or does one party have stricter obligations than the other? List any differences in what each party is required to protect, how they must protect it, or how long those duties last.
Find the key risks before signing
Based on this NDA, what are the three to five most important things I should be aware of or negotiate before signing? Focus on anything that is unusually broad, one-sided, or could create problems if confidential information is shared or a dispute arises.
What these prompts cover
Twelve prompts covering the full NDA review workflow in four stages:
Stage 1: Understand the agreement Plain-English summary, definition of confidential information, and explicit exclusions from protection.
Stage 2: Review your obligations Your specific duties, who you can share information with, and the required standard of care.
Stage 3: Check duration and exit How long obligations last after termination, return or destruction requirements, and any residuals clause.
Stage 4: Close your review Enforcement and remedies, a comparison of each party's obligations, and a consolidated risk summary.
Work through them in order, or pick only the prompts you need.
How to use these prompts
Upload your NDA to LearnByAi, then use these prompts one at a time.
Work through the prompts in the order shown. The definition and exclusions prompts establish what information is in scope. Every later prompt depends on understanding that boundary first.
Start with the definition and exclusions before reviewing your obligations. An obligation to protect "all information shared in the course of discussions" means something very different from one limited to "information marked Confidential in writing." The first two substantive prompts establish that distinction.
Work through one prompt at a time. Combining questions produces shallower answers. The NDA clauses are interconnected, so a focused answer on each one gives you more to work with than a broad summary of all of them.
Use the risk summary prompt last. It reviews the whole agreement and often identifies issues the individual prompts did not surface.
Tips for better results
State which party you are. NDAs can be mutual or one-sided. Starting prompts with "I am the receiving party" or "I am the disclosing party" focuses the AI on the obligations that apply to you specifically.
Ask about undefined terms. NDAs often use phrases like "reasonable precautions" or "need to know" without defining them. If these appear in a response, ask: "Does this NDA define what 'reasonable precautions' means, or specify who qualifies as having a 'need to know'?" Undefined terms are where disputes begin.
Check the section reference. A good AI response quotes the section it draws from. If it does not, ask: "Which section of the NDA covers this?" Then read that section yourself before acting on the AI's answer.
Follow up on broad language. If the definition of confidential information seems unusually wide, ask: "Can you give me three examples of information that would qualify as confidential under this definition?" Concrete examples reveal the practical reach of a broad clause.
Check the quality of scanned documents. LearnByAi runs OCR automatically on scanned and image-based files, so most NDAs work without any extra steps. Poor-quality scans can occasionally produce recognition errors, so verify names, dates, and amounts against the original document when accuracy matters.
When prompts are not enough
If the AI cannot find a clause such as the residuals clause or the standard of care, it may not exist in your NDA. Ask: "Does this NDA include a residuals clause?" A missing clause is a finding in itself and worth raising before you sign.
For NDAs covering significant commercial relationships, employment matters, or active disputes, use these prompts to prepare specific questions and take them to a qualified lawyer. For a complete walkthrough, see the How to Review an NDA with AI tutorial.
Related tutorials and pages
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