---
name: nda-fast-review
description: Reviews a non-disclosure agreement against a standard clause checklist, flags every deviation with a citation and produces an issues list with suggested positions plus a short memo for the business owner. Use when a counterparty NDA arrives, for mutual or one-way NDAs, confidentiality agreements, NDA redline preparation, or a quick confidentiality risk check before signing.
license: Apache-2.0
metadata:
  adlass.categories: "legal-compliance/contract-review, documents-contracts/compare-redline"
  adlass.industries: ""
  adlass.tags: "nda, confidentiality, contract-review, issues-list, redline, legal"
  adlass.adaptation: "reference-doc"
  adlass.source: "original"
  adlass.version: "1"
---

# NDA fast review

## Purpose

Turn an incoming NDA into a decision-ready issues list within one run: which clauses deviate from the company's standard positions, how severe each deviation is, where exactly it sits in the document, and what position to propose back. The skill does the structural and comparative work so that a lawyer or business owner only has to decide.

## Scope

Mutual and one-way NDAs, confidentiality agreements and confidentiality clauses embedded in letters of intent. One agreement per run. The review covers definition of confidential information, purpose limitation, permitted disclosures, term and survival, return or destruction, remedies, governing law and venue, assignment, non-solicitation and any clause that reaches beyond confidentiality.

**Excluded:** legal advice on enforceability in a given jurisdiction, negotiation with the counterparty, drafting a full replacement agreement.

## Data basis

- The NDA to review, supplied as the run input (any format; scanned documents are read as text).
- The company NDA playbook or standard positions, if present in the skill's scope.
- Optional: previously signed NDAs with the same counterparty in scope, for consistency checks.

## Result

An issues list (sheet) with one row per checklist item: clause reference, finding, citation, severity, suggested position, and a review memo (doc) summarising the three to five points that matter for the signing decision.

## Quality criteria

- Every finding cites the clause number or page and quotes the decisive wording.
- Every checklist item has a row, including items that are missing from the NDA.
- Severity uses exactly three levels: blocker, negotiate, accept.
- The memo never introduces a finding that is not in the issues list.
- Unclear or unreadable passages are reported as open points, never interpreted silently.

## Instructions

Work through the checklist in the order given in the playbook. When no playbook is in scope, use the default checklist in the steps and state in the memo that general market practice was applied. Treat one-sided obligations in a document labelled "mutual" as a blocker. Treat a confidentiality term longer than the period defined in the playbook, or an unlimited term for information that is not a trade secret, as negotiate. Never rewrite clauses; propose positions in one sentence each. Quote the original wording verbatim in the citation column. When the counterparty name or role (discloser, recipient) cannot be determined from the document, stop after the first step and report it.

## Adapt before use

- Add your NDA playbook or standard positions as a document in scope; without it the skill applies general market practice and says so in the memo.
- Set your preferred confidentiality term, governing law and venue in the Instructions section.
- Name the roles that must see blockers before signature (for example General Counsel) so the memo addresses them.
- If you regularly sign NDAs in a second language, add a glossary of clause names to the scope.