NDA Review – Instant Non-Disclosure Agreement Risk Check
Upload your NDA (unilateral or mutual) and get a clear, actionable risk assessment in minutes—plus suggested wording to fix red flags.
- Your document is processed securely and never stored permanently
What We Check
We analyse the clauses that most often create risk or disputes in NDAs:
Definition of "Confidential Information"
Scope, oral disclosures, marking requirements, "need-to-know" access controls and boundaries.
Exclusions
Prior knowledge, public domain, independently developed, third-party rights.
Purpose Limitation & Use
Permitted use tied to a specific project/transaction; no reverse engineering.
Term & Survival
Confidentiality period vs. trade secret protection; survival of obligations.
Residuals
“Memory clause” carve-outs that allow use of unretained know-how.
Return/Destruction
Procedures, certificates of destruction, back-ups, legal holds.
Common Red Flags
And why they matter for your business
⚠️ High Risk Issues
Vague "Confidential Information"
Includes anything “related to” the discloser → creates accidental breaches.
No workable Exclusions
Blocks use of info you already had or develop independently.
Unlimited Term
For ordinary confidential info (not trade secrets) → hard to police, can be unreasonable.
Hidden non-compete/non-solicit
Converts a simple NDA into a restrictive covenant.
✅ What We Look For
Clear, specific definitions
Confidential information is precisely defined with reasonable scope.
Balanced exclusions
Protects both parties’ pre-existing knowledge and independent development.
Reasonable term limits
2-5 years for ordinary info, unlimited only for true trade secrets.
UK-friendly terms
English law and London jurisdiction for practical enforcement.
How It Works
Get your NDA analysis in under 60 seconds
1
Upload
Upload your NDA (PDF or DOCX)
2
AI Analysis
Clause-by-clause checks against best-practice patterns
3
Report
Red/Amber/Green risks + plain-English fixes
4
Export
PDF/DOCX export or share link with counterparties
Average time to first result: 20–60 seconds
Sample NDA Review
Key Findings
Suggested Wording
Add: "Confidential Information excludes information independently developed without use of the Discloser's CI."
Restrict residuals: "Residuals shall not include source code, algorithms, or business plans and confer no license."
Move non-solicit to the main commercial agreement or narrow to 12 months and named personnel.
Disclaimer: Automated review aids negotiation; it is not legal advice.
NDA Best Practices
For UK Startups
- Use mutual NDAs when both sides share similar volumes of information.
- Keep purpose tight (e.g., "to evaluate a potential supply agreement for X").
- Limit term for ordinary confidential info (e.g., 2–5 years), keep trade secrets unlimited.
- Don't bury non-compete restrictions in an NDA—address in the main contract if truly needed.
- Ensure return/destruction covers email/back-ups and allows compliance with legal holds.
- Use mutual NDAs when both sides share similar volumes of information.
Frequently Asked Questions
Is a mutual NDA better than one-way?
If both sides disclose, mutual is simpler and fairer. Use one-way where only one party shares.
What duration is typical?
2–5 years for ordinary confidential info; trade secrets can be indefinite.
Are residuals clauses safe?
Only with strong limits (no source code/algorithms/customer lists) and no implied license.
Can I sign electronically?
Yes—e-signatures are broadly recognised in the UK when execution formalities are met.
Will this replace a lawyer?
No. It accelerates review and negotiation; get legal advice for edge cases or high-value deals.
Ready to review your NDA?
Upload your document and get instant analysis