Triage an incoming NDA: sign, redline, or escalate
Checks a counterparty NDA against your standard positions and gives a fast sign, redline, or escalate call with suggested edits.
The prompt
Triage this incoming NDA against my standard positions and tell me whether to sign, redline, or escalate.
NDA text: [PASTE]
Our side: [disclosing / receiving / mutual]
Purpose of the disclosure: [e.g. "vendor evaluation", "partnership talks", "M&A exploration"]
My standard positions: [PASTE playbook, or say "use common market positions"]
Governing law I can accept: [LIST]
Check each of these and mark it Acceptable / Redline / Escalate:
- Mutuality and who is actually disclosing
- Definition of confidential information (too broad, marking requirements, oral disclosures)
- Standard exclusions (public, already known, independently developed, received from a third party)
- Permitted use limited to the stated purpose
- Permitted recipients (employees, advisors, affiliates) and flow-down duties
- Term of the agreement and survival period for confidentiality; trade secrets carve-out
- Return or destruction, with a backup/archival exception
- Compelled disclosure process
- Hidden extras: non-solicit, non-compete, residuals clause, IP assignment or license, exclusivity, standstill
- Remedies, injunctive relief, indemnity, liability caps
- Governing law, venue, assignment
Return:
1. Verdict in one line: Sign as is / Sign with redlines / Escalate - and why.
2. A table: Clause | Section | Issue | Risk (Low/Med/High) | Suggested redline language.
3. Any clause that does not belong in an NDA at all, flagged clearly.
4. A two-sentence note I can send to the business requester.
Quote section numbers from the text; do not invent clauses that are not there. This is a review aid, not legal advice - a qualified lawyer must confirm the verdict before signing.
Highlighted [brackets] are blanks to replace with your own details.
Fill in the blanks and use this promptMore Legal & Compliance prompts
What to fill in
- PASTE
- disclosing / receiving / mutual
- PASTE playbook, or say "use common market positions"
- LIST
How this prompt is built
This prompt follows the RTF structure (Role, Task, Format). RTF tells the model who to be, what to do and what shape the answer should take. It is the quickest structure that still gives noticeably better results than a bare request.
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