NDA Analyser Skill
NDAs are often treated as routine paperwork but contain terms with significant long-term consequences. This skill analyses them systematically.
Required Inputs
- NDA text (paste in full or describe key clauses)
- Your party position (disclosing / receiving / mutual)
- Purpose of the NDA (e.g. pre-sales, hiring, M&A, partnership)
- Industry context (optional)
Output Structure
1. NDA Type and Parties
- Type: Unilateral / Mutual
- Disclosing party: [Name]
- Receiving party: [Name]
- Purpose: [As stated]
- Governing law: [Jurisdiction]
- Term: [Duration of obligations]
2. Definition of Confidential Information
- How broadly defined? Narrow / Standard / Very broad
- Oral disclosures included? Yes / No / With conditions
- Standard exclusions present? [public domain, prior knowledge, independently developed, legally required disclosure]
- Flag: [Unusual inclusions or missing exclusions]
3. Key Clause Analysis
[Clause name] — Concern / Watch / Standard
- What it says: [Plain English]
- Issue: [Why flagged]
- Standard position: [What this typically looks like]
- Negotiation suggestion: [If applicable]
Clauses always covered: permitted use, non-solicitation/non-compete, term and post-termination obligations, return/destruction of information, remedies, liability, residuals clause.
4. Negotiation Checklist
| Point | Current position | Suggested ask |
|---|---|---|
| [e.g. Confidentiality term] | [e.g. 5 years] | [e.g. Reduce to 2 years] |
5. Plain English Verdict
2-3 sentences. Standard NDA, one-sided, or needs a lawyer?
WARNING: This analysis is for informational purposes only and is not legal advice. Consult a qualified solicitor before signing.
Quality Checks
- Definition of confidential information assessed for scope (narrow / standard / very broad)
- Residuals clause checked (allows memory use of disclosed information — high-risk)
- Non-solicitation / non-compete provisions flagged
- Post-termination obligations duration noted
- Plain English verdict given (standard / one-sided / needs lawyer)
- Disclaimer is included
Anti-Patterns
- Do not present the analysis as legal advice — the disclaimer must appear prominently and the output must recommend qualified legal review before any signing decision
- Do not skip the residuals clause check — residuals clauses allow the receiving party to use disclosed information from memory, which is one of the highest-risk provisions in any NDA
- Do not evaluate only the clauses explicitly flagged by the user — a complete analysis must cover all standard clause types even if the user only asked about one
- Do not assess breadth of the confidentiality definition without checking for oral disclosure coverage — oral disclosures with no written confirmation requirement are a common enforcement gap
- Do not omit the plain English verdict — a clause-by-clause analysis without a summary conclusion leaves the user unable to act on the findings
Example Trigger Phrases
- "Analyse this NDA"
- "Review this confidentiality agreement"
- "Is this NDA standard or unusual?"
- "What should I negotiate in this mutual NDA?"