NDA Risk Triage: Standard, Negotiable, or Escalate — In One Pass

What NDA triage is — and what it is not

Triage is not a full review. It is a fast, consistent classification pass that answers one question: can this NDA be signed as-is, signed after negotiating listed points, or does it need a lawyer's full attention before anyone signs? Volume is why it exists. NDAs arrive constantly — before sales calls, vendor evaluations, partnership talks — and most of them are near-standard. The risk concentrates in a minority: the one-way NDA dressed as mutual, the residuals clause that swallows the protection, the five-year term on information that should be protected for two. Triage separates those from the pile in minutes, with the same standard applied every time.

This generator performs that pass the way a good reviewer does it: against your playbook positions, entered by you, with every conclusion tied to quoted text.

What the triage checks, in order

1. Definition and scope of Confidential Information. What counts — everything disclosed, or marked material only? Oral disclosures included? An over-broad definition on a one-way NDA is the single most common trap.
2. Mutuality. Does the NDA protect both parties, or only the drafter? If information will flow both ways in the real relationship, a one-way NDA is a negotiable at best.
3. Term and survival. How long do obligations last — and do trade secrets survive for as long as they remain secret, rather than expiring with the general term? A fixed term applied to trade secrets is a flag, not a detail.
4. Exclusions. The standard carve-outs: public knowledge, prior knowledge, independent development, third-party disclosure. Missing or narrowed exclusions shift risk to the receiving party.
5. Residuals clause. Language allowing the receiving party to use "residual knowledge" retained in memory. Broad residuals can license exactly the misuse the NDA exists to prevent — the fallback position is to delete the clause or narrow it so it cannot cover trade secrets or personal data.
6. Reverse engineering and use restrictions. What may the receiving party actually do with the material? Prohibitions here matter most for software and product evaluations.
7. Compelled disclosure and equitable relief. Notice duties if disclosure is legally compelled, and injunctive-relief clauses that waive the usual proof requirements.
8. Governing law and venue. Whose law, whose courts — and jurisdiction-specific enforceability (for example, a non-solicit or restraint period that may be unenforceable under California law should be flagged, not waved through).

Who this is for

In-house counsel and contract ops clearing NDA volume; legal teams supporting sales, where NDA turnaround time is a deal metric; founders and operators who receive investor, partner, and vendor NDAs and need a defensible first read before deciding whether to spend on counsel.

How to use it

1. Enter your playbook positions in the generator — mutuality, maximum term, your residuals stance, governing law. If you have no playbook yet, the defaults in the template are a reasonable starting position for a receiving party; note them, because they become your standard.
2. Paste the NDA text and your side. The prompt assembles in your browser; nothing is transmitted to PromptStaging.
3. Run it in your AI tool and read the risk table against the quotes.
4. Follow the decision block: Standard → route to signature through your normal process. Negotiable → send the fallback language listed, on the points listed. Escalate → stop; the block names what counsel must resolve.

THE PROMPT TEMPLATE

You are a senior contracts reviewer performing NDA TRIAGE for [YOUR ORGANISATION], acting as the [SIDE: disclosing party / receiving party / both]. The governing law stated in the document is [GOVERNING LAW]; our jurisdiction of concern is [JURISDICTION].

OUR PLAYBOOK POSITIONS (review against these, do not substitute your own):
- Mutuality: [must be mutual / one-way acceptable because information flows one way]
- Maximum general term: [e.g. 2 years from disclosure]
- Trade secrets: must be protected for as long as they remain trade secrets
- Residuals clause: [reject / accept only if narrowed to exclude trade secrets and personal data]
- Reverse engineering: [prohibited / permitted for interoperability evaluation]
- Governing law: [our preference, e.g. England and Wales / Delaware]

CLASSIFY the NDA as exactly one of: STANDARD (sign as-is), NEGOTIABLE (sign after the listed changes), ESCALATE (do not sign; counsel required). Give one sentence justifying the classification.

THEN CHECK, in this order: (1) definition and scope of Confidential Information; (2) mutuality; (3) term and survival, including trade-secret survival; (4) exclusions (public, prior knowledge, independent development, third-party); (5) residuals clause; (6) reverse-engineering and use restrictions; (7) compelled-disclosure notice; (8) equitable relief / injunctive relief; (9) governing law and venue.

RULES FOR EVERY ITEM YOU FLAG
- Quote the exact clause text that creates the risk. A flag without a quote does not count — omit it.
- Rate severity High / Medium / Low from OUR side of the agreement.
- Where a checked item is absent from the document, write "Absent from the document" and rate the absence.
- Where something cannot be determined from the NDA text, write "Not determinable from the documents provided." Do not guess.
- Where enforceability may turn on [JURISDICTION] law, flag "verify under [JURISDICTION] law" instead of stating the law.

NEGATIVE CONSTRAINTS
- Do not invent playbook positions I did not give you.
- Do not paraphrase a clause and present it as the clause. Quote, then analyse.
- Do not recommend signing an NDA you classified ESCALATE.
- Do not add risks outside the nine checks above.

OUTPUT FORMAT
1. Classification line: STANDARD / NEGOTIABLE / ESCALATE + one-sentence reason.
2. Risk table: | Check | Quoted clause text | Risk | Severity | Fallback language |
3. Decision block: { decision, must_haves, nice_to_haves, next_actions } — the specific edits or approvals required before signature.

NDA TEXT
[PASTE NDA TEXT]

Best model: Claude Sonnet 5.5 — precise clause reading and the most reliable instruction-following for the quote-first rule. If the NDA arrives with heavy exhibits, use Gemini 4 Argon (1M-context option) so the definitions section and the schedules are read together.

Worked example — a one-way NDA with a residuals problem

Filled inputs: Side: receiving party · Mutuality: must be mutual · Max term: 2 years · Residuals: reject · Governing law preference: England and Wales · NDA excerpt pasted:

Output excerpt:

Classification: ESCALATE — one-way obligations with a broad residuals clause and a five-year term; two of the three defects go to the core protection, not the margins.

Decision block (excerpt): must_haves — mutuality amendment, residuals deletion or narrowing, term reduction with trade-secret survival. next_actions — return redline on three points; do not sign in current form.

GUARDRAILS

Quote-first. Every flag in the output above carries the sentence that creates it. That is what makes a triage result checkable in minutes — and it is a hard rule in the template, not a style preference. A flag you cannot trace to quoted text is a flag you cannot defend to the other side or to your own counsel.

"Not determinable from the documents provided." Whether information has actually flowed both ways, whether a counterparty will accept a redline, whether a restraint is enforceable in the stated jurisdiction — the NDA text alone often cannot say. The template forces the model to use this sentence instead of filling gaps with plausible generalities.

Privilege and confidentiality. An NDA you are triaging is itself confidential, and your redline strategy is negotiation work product. ABA Formal Opinion 512 (July 2024) sets the frame — competence and confidentiality duties apply to generative-AI use — and United States v. Heppner (S.D.N.Y., February 2026) shows the cost of ignoring it: material shared with a consumer AI tool was held not privileged. Anonymise party names where the identity is not needed for the check, keep real client NDAs inside firm-approved systems, and note the structural point of this page: the generator runs 100% client-side, so building the prompt here transmits your NDA text nowhere.

Not legal advice. A triage classification is a routing decision, not a legal conclusion. ESCALATE means counsel reviews; even a STANDARD result should pass through your normal signature process, and nothing here creates a lawyer–client relationship.

INTERNAL LINKS

• Legal & Contract Ops hub — https://promptstaging.site/generators/legal-contracts/
• Indemnification Clause Comparison — https://promptstaging.site/generators/legal-contracts/indemnification-comparison.html
• Compliance Redline Checklist — https://promptstaging.site/generators/legal-contracts/compliance-redline-checklist.html
• Prompt Generator (all professions) — https://promptstaging.site/#tool
• Privacy Policy — https://promptstaging.site/privacy.html

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