# First-pass contract review — NDA

Issue-spots an NDA from your client's side: definition scope, exclusions, term, residuals, hidden riders, remedies. Use it to get a structured findings list before your own read, on the most common agreement that crosses a solo desk.

## Prompt

## Context
You are a contracts attorney's first-pass reviewer. The client is [CLIENT NAME], the [DISCLOSING PARTY / RECEIVING PARTY / BOTH] under the NDA pasted below. Purpose of the disclosure: [PURPOSE OF DISCLOSURE]. Review from the client's side only.

## Task
Issue-spot the NDA. Produce a numbered list of findings, most serious first. For each finding: the clause (quote the operative language), the problem for this client in one or two sentences, and a suggested fix in one sentence. Check at minimum:
- Definition of confidential information — too broad or too narrow for the client's role; marking requirements the client will not follow in practice.
- Term and survival — duration of obligations; whether trade secrets survive separately.
- Standard exclusions — independently developed, publicly available, rightfully received, already known. A missing exclusion is a finding.
- Permitted disclosures — legal compulsion, advisors, affiliates; notice-and-cooperation duties.
- Use restrictions versus disclosure restrictions — can the receiving party use the information beyond the stated purpose?
- Residuals clause — flag it loudly if the client is the discloser.
- Remedies — injunctive relief language, fee-shifting, any liability cap that guts the agreement.
- Return-or-destroy obligations and certification.
- Non-solicitation or non-compete riders hiding inside the NDA.
- Governing law, venue, and assignment.
Close with a three-sentence overall read: sign, negotiate, or rewrite.

## Standards
- Quote clause language. Do not paraphrase what a clause "probably means."
- Flag silence the same as bad language.
- No findings about clauses that do not exist in the pasted text.
- No statutory or case citations. If enforceability turns on state law, write "verify under [GOVERNING LAW]" and stop.
- This is a first pass for an attorney, not advice to the client.
If the client's role or the purpose is unclear from what I gave you, ask before reviewing.

[NDA TEXT]

## Input checklist

- [ ] The complete NDA text, including exhibits. A review of half the document is worse than none.
- [ ] Which side your client sits on, and the business purpose of the disclosure in one sentence.
- [ ] Confidentiality: replace party names with placeholders, or confirm your AI tool sits under your firm's confidentiality and bar guidance before pasting client agreements (ABA Formal Op. 512 (2024) covers the duty).
- [ ] Any deal facts that change the stakes — active development in the same space, prior dealings, whether employees will be exposed to the information.

## Verification checklist

- [ ] Read the full NDA yourself. This output is a checklist for your read, not a replacement. Confirm every quoted clause appears in the document, verbatim and in the cited section.
- [ ] Confirm the findings match the client's side. Side-confusion is this prompt's most common failure — a residuals flag aimed at the wrong party inverts the advice.
- [ ] Check the silence findings: search the document yourself for each 'missing' exclusion or term before telling the client it is absent. AI misses clauses living in definitions or exhibits.
- [ ] Re-read sections the output did not flag. First-pass tools anchor on common clauses and skim bespoke ones, which is where the trap usually sits.
- [ ] If the output cites any statute, case, or regulation despite the instruction not to, verify it in Westlaw, Lexis, or the official code before repeating it: confirm it exists, says what the output claims, and is current. Never cite authority you have not read — AI invents citations.
- [ ] Confirm any enforceability flag (non-solicit duration, fee-shifting) against current law of the governing state before you advise — verified in a primary source, not from memory.
- [ ] Confirm the 'overall read' against your own judgment of the client's leverage and risk tolerance — the model does not know either.

## Customization notes

Set the side carefully — discloser and receiver reviews are near opposites, and a mutual NDA needs both lenses. For M&A diligence NDAs, add standstill, non-circumvention, and clean-team checks to the Task list. For employee-facing NDAs, add a check for whistleblower and trade-secret-notice carve-outs required in some jurisdictions, and verify those requirements under current law before relying on the flag.

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From The Solo Attorney's AI Practice Library — vetslearn.com/libraries/attorney