When to use it
When someone hands you an NDA to sign — before a job, a deal, or negotiations — and you need to know what you're signing up for and where it overreaches. The role: contract lawyer. The result: what counts as confidential, your obligations, the risky or one-sided clauses, and what to ask to soften. This is a breakdown, NOT legal advice.
The prompt (copy and paste)
This is a breakdown for understanding, NOT legal advice. For an NDA that matters, see a lawyer.
You are a contract lawyer reviewing an NDA from the point of view of the party SIGNING it. Break down the agreement below.
NDA: "<PASTE TEXT>". MY ROLE: <receiving info / disclosing info / mutual>. CONTEXT: "<why I'm signing>".
Go clause by clause, in plain language:
1. What exactly counts as confidential information (narrow and clear — or vague "anything and everything"?).
2. My specific obligations and prohibitions — what I can't do, and for how long.
3. How long the obligations last and what happens to the information afterwards.
4. Carve-outs — what does NOT count as confidential (public, already known, lawfully obtained from third parties) — and whether there are any at all.
5. Liability and penalties for breach — how harsh and how realistic they are.
6. Clauses that are one-sided or risky for me (most risky first): overly broad definitions, indefinite terms, non-compete/non-solicit smuggled in under the guise of an NDA, one-way obligations, outsized penalties.
At the end: what to ask to change or clarify (specific wording) and 3 questions for the other side. Do not invent clauses that aren't in the text.
Filled-in example
NDA: handed over before discussing a development contract. Role: I'm the contractor (receiving their info). Context: we're discussing a project and will swap details.
What the AI should return: (1) confidential information is defined very broadly ("any information passed on orally or in writing") — a risk; (2) obligations — don't disclose, don't use outside the project; (3) term — indefinite after termination (overreach; usually capped at 3-5 years); (4) no carve-outs (bad — worth adding public/previously known); (5) a large fixed penalty; (6) the dangerous parts: the indefinite term, the missing carve-outs, and a 3-year ban on working with the client's competitors buried inside the NDA; what to ask for — narrow the definition, add standard carve-outs, cap the term, move the non-compete out of the NDA; plus 3 questions for the other side.
Variations
- A softened redline. "Suggest rewordings of the risky clauses in my favour that the other side would still accept."
- Compare against the standard. "How is this NDA tougher than a typical mutual NDA — clause by clause."
- Mutuality. "How do I turn a one-way NDA into a mutual one, and why does that matter for me?"
Pro tips
- Three classic NDA overreaches: an all-encompassing definition of "confidential", an indefinite term, and prohibitions hidden inside (non-compete, non-solicit). Ask the AI to hunt for exactly those.
- A missing carve-outs section is a red flag: a normal NDA excludes information that is public, previously known, or lawfully obtained from third parties. No carve-outs? Ask for them.
- Keep the disclaimer. The AI will summarise and flag imbalance, but a lawyer judges legality and enforceability in your jurisdiction. And don't paste the NDA text into a public AI if the text itself is under NDA — use a local model.