Free playbook · PDF · no email needed

Free NDA Review Playbook for in-house lawyers

Another NDA, and the business is waiting. This playbook runs in the AI you already use and opens with a checklist of the mistakes AI makes on NDAs. Free, no email needed.

Information and tools only, not legal advice. Review every output before relying on it. Test status: test pending.

What to check

Mistakes AI makes on NDAs

  • Invented clause numbers
  • Silent omissions
  • Defined terms read loosely
  • Mutual in name, one-way in effect
  • Exclusions that look complete

Page 1 of the playbook, nine checks in all

Page 1

The nine checks, each with the mistake it catches

  1. Invented clauses or section numbers. The tool cites a section that does not exist or describes a clause the document does not contain.
  2. Silent omissions. A clean summary leaves out the one clause that matters, often a residuals, non-solicitation or indemnity clause under Miscellaneous.
  3. Defined terms read loosely. "Confidential Information" or "Fees" read in their ordinary sense when the definition is wider or narrower.
  4. Direction reversed. Obligations, indemnities and caps described as running the wrong way.
  5. Confident labels with no basis. "Standard", "market" or "favorable" in the output are the tool's opinion, not evidence.
  6. Text outside the document. Terms incorporated by a URL or another agreement are not in what you pasted.
  7. Mutual in name, one-way in effect. The definition, the use restriction and the return obligation do not apply to both parties.
  8. Two terms confused. The term of the agreement and the term of the confidentiality obligation treated as one.
  9. Exclusions that look complete but are not. "Independently developed" without "without use of or reference to the Confidential Information".

In the playbook, each item also gives the check to run on the output.

What else is inside

Five pages, usable as downloaded

NDA positions

Standard, fallback and walk-away for every common clause. Edit the table to match your company before you use it.

Escalate before agreeing

Seven triggers, from residuals and non-competes to non-U.S. governing law and signatures outside your authority.

The review prompt

Rated against your positions, with every point quoting the clause it relies on. Shown in the Claude format, with notes for other tools.

The quote check and four steps

A second prompt that checks every quote word for word, then four steps for each NDA, ending with your own read.