# 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.

- Topic: Legal & Compliance
- Framework: RTF
- Level: Advanced
- Tags: Legal, Fill-in Template
- Source: https://www.thinkwithprompt.com/prompts/triage-an-incoming-nda-sign-redline-or-escalate

## Prompt

```text
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.
```

## What to fill in

- PASTE
- disclosing / receiving / mutual
- PASTE playbook, or say "use common market positions"
- LIST

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