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NDA first-pass review checklist

Run a plain-English first pass on a non-disclosure agreement before it goes to counsel: key terms, one-sided clauses, and questions to ask.

Any chat AILegal draftingRuleStack original

Works with: ChatGPT · Claude · Gemini · Grok · Microsoft Copilot · Perplexity · Meta AI · DeepSeek · Mistral Le Chat

Written for Any frontier chat model (GPT-6, Claude 5.5, Gemini 4 Argon, Grok 4.7) · Updated 2026-10-18

Note: Not legal advice. Have a licensed attorney review anything you rely on.

Note: Review and test before use. Provided as is, without warranty. See Terms.

I'm [role, e.g. a startup founder] about to sign the NDA below with [other party] for [purpose, e.g. exploring a partnership]. I am the [disclosing / receiving / both] party.

Review it and give me:
1. Basics: mutual or one-way, effective date, term, and how long confidentiality lasts after it ends.
2. Definition of confidential information: too broad, too narrow, or normal? Quote it.
3. Standard exclusions: are the usual ones present (already known, public, independently developed, received from a third party)? List any missing.
4. Clauses that favor the other side: non-solicitation, non-compete, residuals, IP assignment, injunctions, governing law and venue. Quote each and explain the effect in one sentence.
5. Practical obligations: how I must store, mark or return information.
6. Five questions to raise with the other party or my lawyer.

Use a table for 1-5. Say "not found" rather than assuming.

NDA:
<nda>
[paste text]
</nda>

Replace everything in [square brackets] with your own details.

Settings & parameters

• Use a model with file upload if the NDA is a PDF; ask it to quote clause numbers
• Remove personal data you don't need to share before pasting

Variations

• Compare against your own template: "List every difference from my standard NDA below."
• Draft a polite email proposing the three most important changes.

Tips

• A first pass helps you ask better questions; it doesn't replace review for anything important.
• Disclaimer: Not legal advice. Have a licensed attorney review anything you rely on.