Free tool

NDA risk checker

Direct answer: paste NDA language into the checker below to detect high-risk wording patterns, then route material issues into full legal review before signature.

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NDA quick risk check

Paste NDA text or key clauses below. This checker flags common risk patterns and suggests safer wording.

Risk signals covered in the quick check

This page targets NDA risk checker intent with a narrow first-pass lens: scope, term/survival, and disclosure controls. It is built for rapid triage so legal teams can quickly decide whether they can proceed with fallback edits or need immediate counsel escalation.

For better first-pass accuracy, include complete confidentiality, permitted-use, and survival sections when pasting text. If your NDA references schedules or exhibits, run a second check after those documents are available to avoid missed dependencies.

Scope and permitted use

Flags overbroad definitions of confidential information and open-ended permitted-use language.

Term and survival

Highlights missing confidentiality survival obligations and unrealistic term structures.

Disclosure and handling

Checks compelled-disclosure process, subcontractor flow-down obligations, and destruction requirements.

How legal teams use this checker

Run quick NDA check immediately after receiving counterpart draft.
Tag red-flag clauses and compare fallback language.
Escalate high-risk clauses with context and proposed edits.
Store final approved version and rationale in the vault.

Input quality rules for reliable triage

Include complete confidentiality definitions, exclusions, and permitted-use sections in one paste block.
Preserve clause headings so the checker can map findings to a reviewer-friendly structure.
Add governing-law and dispute sections when available because enforceability context affects escalation decisions.
Re-run the check after major redline rounds to catch newly introduced confidentiality drift.

Strong input quality reduces false confidence and helps reviewers decide quickly whether an NDA can proceed with routine edits or requires immediate counsel intervention.

Escalation checklist

Residual knowledge or reverse engineering rights that weaken confidentiality protection.
No survival period or unrealistic short survival period for sensitive information.
One-sided injunctive-relief or liability carve-outs that materially shift risk.
Missing third-party/subprocessor confidentiality flow-down obligations.

Use this quick triage together with the contract review checklist for consistent reviewer behavior across NDA negotiations.

Negotiation outcome matrix

Low-risk wording with clear survival and disclosure controls

Proceed with standard fallback review and record acceptance rationale.

Medium-risk wording with fixable scope or process gaps

Apply approved fallback language and request targeted counterparty confirmation.

High-risk wording that shifts liability or disclosure obligations

Escalate to counsel with clause text, summary findings, and proposed alternatives.

Reviewer notes to include with escalation

Capture which confidentiality definition phrase triggered the risk flag.
Record whether fallback language was accepted, partially accepted, or rejected.
Document unresolved items that need licensed counsel interpretation before signature.
Store final decision note so future NDA drafts can use improved baseline language.

NDA clauses that deserve second-pass review

Quick checks are useful, but some clauses should always receive a second-pass read with full document context. Focus on definitions of confidential information, permitted disclosure carve-outs, survival windows, and residual knowledge language. These sections often look standard at first glance while materially shifting enforceability or practical protection once linked clauses are considered.

High-confidence accept criteria

Definitions are narrow, exclusions are explicit, survival is proportionate, and breach remedies align with policy.

Mandatory escalation criteria

Open-ended use rights, broad reverse-engineering allowances, or unclear injunctive and damages language.

Capturing this second-pass decision in the review log helps teams calibrate quickly and reduces repeated negotiation friction.

When to move from quick check to full review

Move to full review when confidentiality scope is broad, permitted use language is open-ended, or survival terms exceed policy norms. Also escalate immediately when NDA language conflicts with data handling commitments in related commercial agreements. Quick checks are designed for triage speed; they are not a replacement for counsel decisions on material exposure.

Use quick check for first-pass prioritization and initial fallback suggestions.
Use full review for final negotiation posture and sign-off decisions.

FAQ

Is this checker enough to sign an NDA?

No. It is a quick triage layer. High-risk findings should still be reviewed by licensed counsel.

What should trigger escalation?

Broad residual knowledge rights, missing survival language, and one-sided liability carve-outs should always be escalated.

What should I do after this check?

Run the full contract review workflow and attach the checker summary to your legal escalation request.

This checker supports workflow triage and should be paired with licensed legal review for material risk decisions.

Review checker outcomes monthly against accepted negotiation results to refine fallback language and improve first-pass triage precision over time.

Where appropriate, keep a short residual-risk memo for NDAs accepted with non-standard terms. This creates a documented rationale for future renewals and helps template owners identify which concessions should become governed fallback language.

Residual-risk memos should be searchable by clause family to accelerate future negotiation cycles.