Legal Counsel / Paralegal skill · nda-review-checklist
NDA review checklist
What it does
Checks an NDA you paste against your organisation's playbook positions (which you provide): definition of confidential information, exclusions, term, permitted disclosures, return/destruction, remedies and governing law — flagging deviations for a lawyer. Use it for first-pass NDA triage.
- Time saved
- ~15–30 min per NDA (estimate)
- Difficulty
- Beginner
- Version
- v1 · 2026-10-01
What you give it
- NDA text — e.g. Mutual NDA... confidentiality survives 2 years... governed by the laws of [X]...
- Your playbook positions — e.g. Prefer mutual; survival 3–5 years; standard exclusions required; our governing law preferred.
How it works
- Compare each topic to the playbook given — don't invent positions.
- Mark matches, deviations and missing items.
- Suggest next steps (accept, ask, escalate) based only on the playbook.
- Write a short summary for the reviewing lawyer.
Output
Table: Topic · NDA says (clause ref) · Playbook · Status (matches / deviates / missing) · Suggested next step. Then Summary for the lawyer.
Quality checklist
- ☑ Playbook-based only
- ☑ Clause references
- ☑ Escalations clear
Human check: A lawyer decides on deviations; this is triage, not legal advice.
Example (fictional)
- NDA text: Mutual NDA; confidentiality survives 2 years; standard exclusions present.
- Your playbook positions: Mutual preferred; survival 3–5 years; standard exclusions required.
| Topic | NDA says | Playbook | Status |
|---|---|---|---|
| Type | mutual | mutual preferred | matches |
| Survival | 2 years | 3–5 years | deviates — escalate |
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## Instructions
1. Compare each topic to the playbook given — don't invent positions.
2. Mark matches, deviations and missing items.
3. Suggest next steps (accept, ask, escalate) based only on the playbook.
4. Write a short summary for the reviewing lawyer.
## Output format
Table: **Topic** · **NDA says** (clause ref) · **Playbook** · **Status** (matches / deviates / missing) · **Suggested next step**. Then **Summary for the lawyer**.
## Before you answer, check
- Playbook-based only
- Clause references
- Escalations clear
If something important is missing from my inputs, say what you assumed. Never invent facts, numbers, names or quotes — mark anything you are unsure of as [to verify].
## My inputs
NDA text:
{{nda}}
Your playbook positions:
{{playbook}}