How to Review an NDA with AI

An NDA arrives before almost every business conversation that matters: a new client engagement, a partnership discussion, a potential acquisition, or a job offer. They are usually short, but the language is dense, and the clauses that limit what you can say, to whom, and for how long are easy to misread or skip entirely. AI can read an NDA in seconds and give you a clear, plain-English picture of what it says before you sign.

AI will not tell you whether the terms are negotiable or how they compare to what is standard in your industry. Those are questions for a lawyer. But it can get you from "I do not know what this says" to "I know exactly what to ask about" in under fifteen minutes. This tutorial shows you how.

What you will learn

• Get a plain-English summary of any NDA in under two minutes
• Identify exactly what information is protected and what is excluded
• Find your confidentiality obligations, notice requirements, and time limits
• Spot one-sided or unusually broad clauses before you sign
• Know which situations call for legal advice rather than AI alone
• Walk into a signing decision with a clear understanding of what you are agreeing to

In this guide

• Who is this for
• How AI reviews an NDA
• Common NDA clauses you will encounter
• Before you review an NDA with AI
• Step 1: Upload your NDA
• Step 2: Get a plain-English summary
• Step 3: Check whether the NDA is mutual or one-way
• Step 4: Understand what information is protected
• Step 5: Find your obligations and restrictions
• Step 6: Check the confidentiality period
• Step 7: Identify exceptions and exclusions
• Step 8: Check governing law and dispute resolution
• Step 9: Ask for a risk summary
• Step 10: Decide what to do next
• Worked example
• Common NDA red flags
• Questions to ask the other party
• Common mistakes
• When AI is enough and when it is not
• Privacy and document security
• Before you sign: checklist
• Prompts you can copy
• What you learned
• Next step
• Related tutorials

Who is this for

This tutorial is written for people who receive NDAs but do not review them professionally. That includes:

• Freelancers and consultants asked to sign an NDA before a client engagement
• Founders entering partnership discussions, investor conversations, or early sales calls
• Employees given an NDA as part of a job offer or new project assignment
• Business owners sharing or receiving proprietary information with vendors or partners
• Anyone who has been handed an NDA and told "it's standard" and wants to verify that

If you negotiate confidentiality agreements professionally or work in a legal team, the prompts in Steps 4 through 7 may still be a useful starting framework for less familiar NDA formats.

How AI reviews an NDA

Before getting into steps, it helps to understand what the AI is actually doing when it reads your NDA.

LearnByAI uses Retrieval-Augmented Generation (RAG). It does not answer from general knowledge about what NDAs typically say. It reads your specific document, finds the relevant clauses, and answers based on what is actually written there. You can read more about how AI document chat works.

When you ask what information is protected, the AI finds the definition of confidential information in your NDA and explains it. It does not give you a generic description of how NDAs usually work.

AI handles this well	A human lawyer is still needed
Explaining the definition of confidential information	Advising whether a definition is unusually broad for your sector
Finding your specific obligations and time limits	Assessing whether restrictions are enforceable in your jurisdiction
Identifying whether the NDA is mutual or one-way	Negotiating terms on your behalf
Flagging clauses that are one-sided or unusually broad	Advising on interaction with other contracts you hold
Summarising what you can and cannot disclose	Interpreting ambiguous clauses in a dispute context

Keep that distinction in mind throughout this tutorial.

Common NDA clauses you will encounter

Most NDAs are built from the same set of core clauses. Knowing what each one does before you start asking questions makes the review faster and helps you spot anything unusual.

Definition of confidential information. This clause sets the scope of what is protected. It may cover any information shared between the parties, or it may be limited to specific categories. The broader the definition, the more carefully you need to manage what you say and share.

Permitted disclosures. This specifies who the receiving party may share confidential information with. Most NDAs allow disclosure to employees, directors, and professional advisors on a need-to-know basis, provided those people are bound by equivalent confidentiality obligations.

Exceptions. These are categories of information that fall outside the confidentiality obligations even if they technically meet the definition. Standard exceptions cover information that is already public, was already known to the recipient, is independently developed, or must be disclosed by law.

Confidentiality period. This sets how long the obligations last. Some NDAs run for a fixed period from signing. Others measure the period from each individual disclosure, which means multiple overlapping time windows.

Residual knowledge clause. Some NDAs, particularly in technology and professional-services contexts, include a clause stating that the receiving party is not restricted from using information retained in the unaided memory of its personnel after the engagement ends. This is a meaningful carve-out from the confidentiality obligations and is worth identifying if the NDA covers sensitive technical information, as it limits the protection the disclosing party can rely on.

Return or destruction of information. This clause requires the receiving party to return or destroy confidential information on request or at the end of the agreement. Not all NDAs include it, but many do, particularly in M&A and investment contexts.

Remedies. This specifies what the disclosing party can do if the NDA is breached. Most include a right to seek injunctive relief without needing to prove financial loss, because confidentiality breaches are difficult to quantify in damages.

Governing law. This determines which country's or state's law applies to the agreement and how disputes must be resolved, whether through courts, arbitration, or mediation.

Non-solicitation. Occasionally included in NDAs, particularly employment-related ones, this restricts one or both parties from hiring each other's staff or approaching each other's clients during or after the engagement.

Standstill. Found mainly in M&A and investment NDAs, this restricts the receiving party from acquiring shares or assets of the disclosing party outside of a formally agreed process.

Not every NDA contains all of these. The absence of a clause is sometimes as significant as its presence.

Seeing a long list of clause types can feel daunting. Most commercial NDAs contain standard provisions that are widely understood and routinely signed. The goal of this tutorial is to help you identify anything that is unusual or one-sided, not to treat every obligation as a potential problem.

Before you review an NDA with AI

Scanned PDFs may reduce accuracy. If your NDA was scanned as an image rather than saved as a text-based PDF, the AI may not read it correctly. If the AI says it cannot find a clause you can see on screen, copy the relevant text into a Word document and upload that instead.

Short does not mean simple. Many NDAs are two to four pages, but a short NDA can still contain unusually broad restrictions or one-sided obligations. Page length is not a guide to risk.

One document per session. Upload the NDA you want to review. If you have received a revised version after negotiation, see How to Compare Two Contract Versions with AI.

Work from a copy. For any signed NDA, keep the original in a secure location and upload a copy.

Step 1: Upload your NDA

Go to the AI Legal Document Review page and upload your NDA. Once the document is processed, you can start asking questions immediately.

Step 2: Get a plain-English summary

Start with a summary, not a specific question. The summary tells you the NDA's structure and purpose before you look at individual clauses.

Prompt to use:

Summarise this NDA in plain English. Who are the parties, what is the purpose of the agreement, is it mutual or one-way, and how long does it last?

What a good response looks like:

This is a Mutual Non-Disclosure Agreement between Silverline Analytics Ltd and Forthright Systems GmbH. Both parties intend to share confidential business information for the purpose of evaluating a potential software integration partnership. The agreement is mutual: both parties are bound by the same confidentiality obligations. The confidentiality obligations last for three years from the date of disclosure of each piece of information, not from the date of signing. The agreement does not have a fixed end date. It continues until either party terminates it with 30 days' written notice.

If the summary does not match what you were told before receiving the NDA, that is worth noting. An NDA described as "mutual" but written as one-way changes your obligations significantly. The summary catches that in under a minute.

Step 3: Check whether the NDA is mutual or one-way

Whether an NDA is mutual or one-way affects how you interpret every clause that follows. Check this before reviewing the substance.

Mutual NDA	One-way NDA
Both parties disclose confidential information	Only one party discloses
Both parties have confidentiality obligations	Only the recipient has obligations
Common in partnerships and joint evaluations	Common in hiring, acquisitions, and investor meetings
Both parties share the burden of compliance	Only one party needs to manage what it receives

Some NDAs are described as mutual but are written in ways that create asymmetric obligations in practice. This prompt checks for that.

Prompt to use:

Is this NDA truly mutual? Do both parties have identical confidentiality obligations, or are there differences in what each party must protect, for how long, or under what conditions?

What a good response looks like:

The NDA is described as mutual in its recitals and both parties are defined as both "disclosing party" and "receiving party." However, Section 7 includes an asymmetric clause: in the event of a breach, only the disclosing party is entitled to seek injunctive relief without proving actual damages, and only Silverline Analytics is named as the party for whom this relief applies. Forthright Systems does not have the same automatic right. The main confidentiality obligations in Sections 2 through 5 apply identically to both parties.

Not every difference between the parties makes an NDA unfair. An asymmetric injunctive relief clause might reflect a genuine difference in the nature of what each party is sharing. The point is to know the difference exists before you review the clauses in detail.

Step 4: Understand what information is protected

The definition of "confidential information" is the most important clause in any NDA. It determines what you cannot disclose. A broad definition can cover far more than the specific conversation you are having.

Prompt to use:

What does this NDA define as confidential information? How broad is the definition, and does it include any specific categories such as business plans, financial data, technical information, or personal data?

What a good response looks like:

Section 2 defines confidential information as all information disclosed by either party in connection with the partnership evaluation, whether disclosed in writing, verbally, or by any other means, and whether or not marked as confidential. This includes business plans, financial projections, customer lists, technical specifications, software architecture, personnel information, and pricing data. The definition explicitly states that information does not need to be marked "confidential" to qualify. There is no carve-out for information that was already publicly known at the time of disclosure.

Confidential information can include things that do not look like formal documents. Verbal conversations in meetings, presentations and demos, product prototypes, source code shared during a technical evaluation, customer lists mentioned in passing, financial projections shared over email, and screenshots of internal systems can all fall within the definition depending on how it is written. The key question is whether the definition requires information to be marked or identified as confidential, or whether it captures everything shared in the course of the discussions regardless of how it was delivered.

A definition that is very broad is not automatically a problem. In a sensitive commercial evaluation, both parties may genuinely want comprehensive coverage. What matters is that you know exactly how wide the net is before you start sharing anything.

Step 5: Find your obligations and restrictions

Knowing what is protected is the first step. Knowing what you are actually required to do, and not do, is the practical question.

Prompt to use:

What are my specific obligations under this NDA? What am I prohibited from doing, who am I prohibited from sharing information with, and are there any steps I must take to protect the information I receive?

What a good response looks like:

Under Section 3, you are prohibited from disclosing confidential information to any third party without prior written consent from the disclosing party. You may share information with employees and contractors who need it to evaluate the partnership, but only if they are bound by confidentiality obligations at least as protective as those in this agreement. Section 3.4 requires you to use at least the same degree of care to protect the other party's confidential information as you use to protect your own, but no less than reasonable care. There is no specific requirement to implement particular security measures, but you must be able to demonstrate that reasonable precautions were in place.

Read the obligations carefully. The requirement to bind employees and contractors to equivalent confidentiality obligations is an operational commitment, not just a legal one. Make sure you can actually meet it before signing.

Step 6: Check the confidentiality period

NDAs differ significantly in how long the confidentiality obligations last. Some run for a fixed period after signing. Others run for a fixed period after each disclosure. Some last indefinitely for certain categories of information.

Prompt to use:

How long do the confidentiality obligations last under this NDA? Does the period run from the date of signing or from the date of each disclosure? Are there any categories of information with different or indefinite time limits?

What a good response looks like:

Section 5 states that confidentiality obligations last for three years from the date on which each piece of confidential information is disclosed. This means the clock starts separately for each disclosure, not from the date of signing. There is one exception: trade secrets are subject to confidentiality obligations for as long as they qualify as trade secrets under applicable law, which effectively means indefinitely. The NDA does not define what constitutes a trade secret, relying instead on the applicable law of the governing jurisdiction.

A disclosure-triggered period is longer to administer than a signing-triggered one, because every new disclosure starts a new three-year window. The trade secret carve-out is common, but the absence of a definition means any dispute about what qualifies will depend on how courts in the governing jurisdiction define it.

Step 7: Identify exceptions and exclusions

Every NDA should have exceptions: categories of information that are not covered by the confidentiality obligations even if they meet the broad definition. If those exceptions are missing or very narrow, the NDA is more restrictive than typical.

Prompt to use:

What are the exceptions to the confidentiality obligations? What information is excluded from the definition of confidential information, and under what circumstances am I permitted to disclose confidential information without consent?

What a good response looks like:

Section 4 lists four standard exceptions. Information is not confidential if it was already in the public domain at the time of disclosure, if it becomes public through no fault of the receiving party, if it was already known to the receiving party before disclosure (which must be demonstrated with written records), or if it is independently developed by the receiving party without reference to the disclosed information. Section 4.2 permits disclosure where required by law, court order, or regulatory authority, but requires the receiving party to give prompt written notice to the disclosing party before disclosing, where legally permitted to do so.

These four exceptions are standard. Their presence is reassuring. The "already known" exception requires written records to rely on, which means you should document your pre-existing knowledge before receiving any disclosures. That is a practical step to take now, not after a dispute arises.

Step 8: Check governing law and dispute resolution

The governing law clause determines which country's legal system applies to the NDA and how disputes must be resolved. It is easy to overlook because it usually sits at the end of the document, but it has real consequences if something goes wrong.

Prompt to use:

Which country's or state's laws govern this NDA? How must disputes be resolved, and is there an arbitration, mediation, or court process specified?

What a good response looks like:

Section 13 states that this agreement is governed by the laws of England and Wales. Disputes must first be referred to senior representatives of both parties for a 30-day negotiation period. If unresolved, disputes must be submitted to binding arbitration under the rules of the London Court of International Arbitration, with proceedings conducted in English in London. The parties have waived their rights to bring proceedings in any other court or jurisdiction.

Two things matter here. First, if the governing law is a jurisdiction you do not operate in, your rights and obligations under the NDA may differ from what you expect under your own country's law. Second, an arbitration clause means disputes go to a private arbitrator rather than a public court, which affects both cost and process. If either of these points is unfamiliar territory, it is worth flagging to a lawyer before signing.

Step 9: Ask for a risk summary

Once you have worked through the individual clauses, ask the AI to consolidate what it found.

Prompt to use:

Based on this NDA, what are the three to five most important things I should be aware of or consider before signing? Focus on clauses that are unusual, one-sided, or could create practical problems.

What a good response looks like:

Four points stand out. First, the definition of confidential information is very broad and does not require information to be marked as confidential. You will need to treat almost everything you learn during the evaluation as protected. Second, the disclosure-triggered confidentiality period means obligations run for three years from each individual disclosure, which can be administratively complex for an extended engagement. Third, trade secrets are protected indefinitely, but the agreement does not define what qualifies, leaving that to applicable law. Fourth, the injunctive relief clause is asymmetric: only one party has an explicit right to seek it without proving actual damages. This may reflect the nature of what each party is sharing, or it may be a drafting oversight worth querying.

This summary gives you a practical starting point for any conversation with the other party or with a lawyer.

Step 10: Decide what to do next

After Step 9, you are in one of three positions:

• The NDA looks standard. The definition is reasonable, obligations are clear and mutual, the time limit is proportionate, and the exceptions are present. You understand what you are signing. Proceed.
• There are specific clauses to query or negotiate. You have identified points you want changed or explained before signing. Use the AI's output as the basis for that conversation.
• You need a lawyer. The commercial stakes are high, the restrictions feel unusually broad for your situation, or something does not feel right. Take your AI session notes into that meeting. You will get more from the hour.

Worked example

Here is a complete walkthrough.

Situation: A founder is asked to sign an NDA before a meeting with a potential acquirer. The acquirer's lawyer sends a four-page document. The founder uploads it to LearnByAI before the meeting.

Initial summary prompt:

Summarise this NDA in plain English. Who are the parties, is it mutual or one-way, and how long does it last?

AI response:

This is a Non-Disclosure Agreement between Ardent Capital Partners LLP ("Recipient") and Vela Software Ltd ("Disclosing Party"). The agreement is one-way: only Vela Software is sharing confidential information, and only Ardent Capital has confidentiality obligations. The agreement covers information shared during a potential acquisition of Vela Software by Ardent Capital or an affiliated entity. Confidentiality obligations last for five years from the date of signing. The agreement also includes a standstill clause in Section 8, which restricts Ardent Capital from acquiring shares in Vela Software outside of a formal process for 18 months.

What this tells her: The NDA is one-way, which is appropriate for this situation since she is the one sharing confidential information. The five-year period is longer than a typical commercial NDA but not unusual in an M&A context. The standstill clause is significant and was not mentioned when the document was described to her.

Follow-up prompt:

What does the definition of confidential information cover in this NDA? Does it include financial data, customer information, or intellectual property?

AI response:

Section 1 defines confidential information as all non-public information relating to Vela Software's business, including but not limited to: financial statements, management accounts, customer lists, pricing data, technical documentation, source code, product roadmaps, employee details, and any information identified as confidential at the time of disclosure. The definition explicitly includes information shared orally in meetings, provided that it is confirmed in writing within five business days of the meeting. Section 1.3 states that the definition of confidential information survives the termination of the agreement.

What this tells her: The oral disclosure clause is worth noting. Any verbal statement in the meeting could qualify as confidential information, but only if followed up in writing within five days. She should build that confirmation step into her process after each meeting.

Follow-up prompt:

What does the standstill clause in Section 8 actually say? What is Ardent Capital restricted from doing and for how long?

AI response:

Section 8 states that for 18 months from the date of this agreement, Ardent Capital Partners LLP and any affiliated entity may not, directly or indirectly, acquire or seek to acquire any shares, voting rights, or material assets of Vela Software Ltd outside of a transaction formally approved by Vela Software's board. This restriction applies to open market purchases, private transactions, and approaches to other shareholders. The clause does not prevent Ardent Capital from completing a formally agreed acquisition.

What this tells her: The standstill clause protects her company from a hostile or unsolicited approach during the evaluation period. It is actually a protection for her, not a risk. But it is the kind of clause that is easy to miss in a quick read, and it has implications for how the deal process must be structured if it proceeds.

Follow-up prompt:

Which country's laws govern this NDA and how must disputes be resolved?

AI response:

Section 12 states that this agreement is governed by the laws of England and Wales. Disputes must first be referred to senior representatives of both parties for a 20-day resolution period. If unresolved, either party may refer the dispute to binding arbitration under the rules of the London Court of International Arbitration, with proceedings conducted in English in London.

What this tells her: England and Wales is the jurisdiction she operates in, so the governing law is familiar ground. The LCIA arbitration clause means any formal dispute would go to private arbitration rather than the courts, which is typically faster than litigation but can still be expensive. Worth noting before signing, but not unusual for an M&A context.

What to verify with a lawyer: Before the meeting, she should confirm with a lawyer whether five years is appropriate for her sector, whether the oral disclosure confirmation requirement is workable in practice, and whether the standstill and arbitration terms are standard for an M&A NDA of this type.

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Common NDA red flags

Not every unusual clause is a dealbreaker, but certain patterns are worth pausing on before you sign.

Confidential information defined as "everything." A definition that covers all information exchanged between the parties, with no requirement that it relate to the stated purpose of the agreement, is broader than standard. It can capture things you never intended to protect or restrict.

No standard exceptions. A well-drafted NDA should exclude information that is already public, was already known to the recipient, or is required to be disclosed by law. If any of these are missing, you may be restricted from discussing information you had every right to share.

Indefinite confidentiality for all information. Indefinite obligations for specific categories like trade secrets are common and often reasonable. Indefinite obligations for all confidential information are unusual and worth querying.

One-sided remedies. If only one party has the right to seek injunctive relief, claim damages, or trigger certain consequences on breach, the NDA is structured to protect one party more than the other. That may be intentional, but you should understand which side you are on.

Unusually broad non-solicitation. Some NDAs include non-solicitation clauses that restrict you from hiring employees or approaching clients you had existing relationships with before the NDA was signed. Check whether any non-solicitation clause is limited to people you meet or learn about through the engagement.

No return or destruction clause. For NDAs covering sensitive technical, financial, or personal information, the absence of any obligation to return or destroy information at the end of the relationship can leave material with the recipient indefinitely.

Restrictions unrelated to confidentiality. Occasionally an NDA will include non-compete, exclusivity, or other restrictions that go well beyond the confidentiality purpose stated in the recitals. Ask the AI whether the document contains any obligations beyond confidentiality.

Questions to ask the other party

Once you have completed your review and identified anything unusual, these questions give you a way to raise specific concerns with the other party before signing. Most NDA issues are resolved through a direct conversation rather than a formal negotiation.

On scope: "Can the definition of confidential information be narrowed to cover only information that relates to the specific purpose of this agreement?"

On the confidentiality period: "Can the duration be shortened, or can we use a signing-triggered period rather than a disclosure-triggered one?"

On asymmetric clauses: "This clause appears to apply to only one party. Can it be made mutual, or can you explain why it is structured this way?"

On missing exceptions: "I would expect to see an exception for information I can show I already knew before this agreement. Can that be added?"

On non-solicitation: "Can the non-solicitation clause be limited to individuals I first meet or learn about through this engagement rather than applying to all of your staff?"

On unusual provisions: "This clause goes beyond what I would expect in a confidentiality agreement for this type of discussion. Can you explain why it was included?"

Raising these questions directly and specifically is more productive than objecting to the document in general terms. The AI's clause-by-clause output gives you the language to be precise.

Common mistakes

Assuming "mutual" means identical obligations. An NDA can be described as mutual while still containing clauses that apply differently to each party, particularly in remedies and dispute resolution.

Skipping the definition of confidential information. Misunderstanding this single clause means every obligation that follows will be read against the wrong scope.

Not checking what exceptions are present. Missing exceptions can restrict you from sharing information you had every right to discuss.

Treating the confidentiality period as a fixed date. Disclosure-triggered periods create multiple overlapping start dates that are easy to lose track of.

Uploading a scanned image PDF. Scanned NDAs are images rather than text, so the AI cannot read them reliably.

Signing without noting oral disclosure requirements. Missing the written-confirmation window for a verbal disclosure can mean it never qualifies as confidential in the first place.

Stopping at the confidentiality clauses. Non-solicitation, standstill, or return-of-information provisions often sit in later sections and are easy to miss once confidentiality is covered.

When AI is enough and when it is not

For most routine NDAs, AI gives you a solid foundation: you understand the scope of what is protected, you know your obligations, and you can identify anything that feels unusual before you sign.

A human lawyer is worth the time when:

• The commercial stakes are high. If you are about to share significant proprietary information, IP, or trade secrets, getting the NDA reviewed by a lawyer is inexpensive relative to the risk.
• The NDA precedes an investment, acquisition, or joint venture. These transactions have specific confidentiality conventions, and the NDA may interact with other documents you will sign later.
• The governing law is unfamiliar. If the NDA is governed by the law of a jurisdiction you do not operate in, the AI cannot tell you whether specific clauses are enforceable there.
• The definition of confidential information is unusually broad or vague. A definition that covers "all information" without meaningful boundaries, or one that does not require the information to relate to the stated purpose, may be broader than you realise.
• You are an employee being asked to sign before starting a role. Employee NDAs interact with statutory employment rights in ways that vary by jurisdiction and are not always visible from the document text alone.
• The AI identifies one of the red flags listed above. Those are the specific patterns most likely to cause problems if not addressed before signing.

Use AI to arrive at that conversation well-informed, not to skip it. For AI-assisted legal document review, see the AI Legal Document Review page.

Privacy and document security

Before uploading an NDA, consider what it contains.

LearnByAI processes documents in session-isolated storage. Your files are not shared with other users and are not used to train AI models. Even so:

• NDAs often identify the parties, the subject matter of the discussions, and sometimes the information being protected. Review what the document reveals before uploading.
• Check the NDA itself before uploading it. Some NDAs expressly restrict how the agreement may be shared or stored, and uploading to a third-party platform may technically fall within those restrictions. If the document contains a clause limiting disclosure of its own terms, review that clause before proceeding.
• For NDAs in active commercial negotiations or legal proceedings, consult your legal team before uploading.
• If you have already signed the NDA and are reviewing it retrospectively, apply the same caution: the confidentiality obligations may already be in effect.

Read the Security page and Privacy Policy for a full explanation of how documents are stored and processed.

Before you sign: checklist

• Confirmed whether the NDA is mutual or one-way, and whether any mutual obligations are truly symmetrical
• Read the definition of confidential information and understand its scope, including whether verbal and informal disclosures are covered
• Identified all obligations: who you can share with, under what conditions, and what care standard applies
• Confirmed the confidentiality period and whether it runs from signing or from each disclosure
• Checked that standard exceptions are present (public domain, prior knowledge, independent development, legal compulsion)
• Noted any oral disclosure confirmation requirements and confirmed you can meet them in practice
• Confirmed the governing law and dispute resolution method
• Identified any asymmetric clauses and confirmed they are acceptable
• Checked whether a residual knowledge clause is present and whether it affects the protections you are relying on
• Asked about any additional clauses (standstill, non-solicitation, return of materials) that go beyond basic confidentiality
• Checked for common red flags: overly broad definition, missing exceptions, indefinite obligations, one-sided remedies
• Noted any questions for the other party before responding
• Asked a lawyer about any clause that concerns you or where the stakes are significant

Prompts you can copy

Prompts 1 through 9 follow the tutorial workflow in order. Prompts 10 through 13 are optional follow-up questions you can use at any point when relevant.

1. Summarise this NDA in plain English. Who are the parties, what is the purpose, is it mutual or one-way, and how long does it last?
2. Is this NDA truly mutual? Do both parties have identical obligations, or are there differences in scope, duration, or remedies?
3. What does this NDA define as confidential information? How broad is the definition, and does it require information to be marked as confidential to qualify?
4. Are there any oral disclosure requirements? If so, what must I do after a verbal disclosure to ensure it qualifies as confidential under this agreement?
5. What are my specific obligations under this NDA? What am I prohibited from doing and who am I prohibited from sharing information with?
6. How long do the confidentiality obligations last? Does the period run from signing or from each individual disclosure?
7. What are the exceptions to the confidentiality obligations? What information is excluded, and when am I permitted to disclose without consent?
8. Which country's or state's laws govern this NDA? How must disputes be resolved, and is there an arbitration, mediation, or court process specified?
9. Based on this NDA, what are the three to five most important things I should be aware of or consider before signing?
10. Does this NDA include any clauses beyond confidentiality, such as non-solicitation, standstill, exclusivity, or return of materials provisions?
11. Does this NDA include a residual knowledge clause? If so, what does it say and how does it affect the disclosing party's protections?
12. Which clauses in this NDA are unusual compared to a typical commercial NDA? Explain why they stand out based on the wording of this document.
13. If I accidentally breach this NDA, what remedies or consequences does this agreement describe?

What you learned

• Most NDAs are built from the same set of core clauses. Knowing what each one does before you start asking questions makes the review faster and helps you spot anything unusual.
• Check whether the NDA is mutual or one-way before reviewing individual clauses. This context changes how every subsequent obligation should be read.
• The definition of confidential information sets the scope of everything else in the NDA. It can cover verbal conversations, demos, prototypes, and informal disclosures, not just written documents.
• Confidentiality periods measured from each disclosure rather than from signing require you to track multiple start dates.
• Standard exceptions (public domain, prior knowledge, independent development, legal compulsion) should be present in any NDA. Missing exceptions are worth querying.
• An NDA described as mutual can still contain asymmetric clauses. Always verify whether the obligations are truly identical.
• Governing law determines which legal system applies and how disputes are resolved. Check it before signing, particularly if the jurisdiction is unfamiliar.
• Some NDAs include a residual knowledge clause that limits the protection the disclosing party can rely on. Ask the AI whether one is present.
• Some NDAs include clauses beyond confidentiality, such as standstill, non-solicitation, or exclusivity provisions. Ask the AI to identify everything the document covers.
• Common red flags include an overly broad definition, missing exceptions, indefinite obligations for all information, and one-sided remedies.
• If you identify a concern, raise it directly and specifically with the other party. The AI's output gives you the language to do that precisely.
• AI tells you what the NDA says. A lawyer tells you whether the terms are appropriate for your specific situation and jurisdiction.

Next step

If you receive a revised version of an NDA after your initial review, the next tutorial covers how to identify what changed and whether any changes shift risk in your direction.

How to Compare Two Contract Versions with AI

Related tutorials

These tutorials cover related tasks you may want to run alongside or after your NDA review.

• How to Review a Contract with AI
• How to Compare Two Contract Versions with AI
• How to Extract Key Dates and Deadlines from a Contract (coming soon)
• How to Summarise a Legal Document with AI (coming soon)