NDA Strength Check

Download the data files below and upload to Copilot Chat before running this prompt.

Prompt

Review the uploaded Non-Disclosure Agreement (NDA) and assess its strength and protectiveness.

Context:
- I am the: [DISCLOSING PARTY / RECEIVING PARTY / BOTH]
- What confidential information I'm sharing: [DESCRIPTION]
- Relationship type: [EMPLOYEE / VENDOR / PARTNER / INVESTOR / M&A]
- Industry: [INDUSTRY]
- Jurisdiction: [STATE OR COUNTRY]
- Concerns going in: [WHAT ARE YOU WORRIED ABOUT PROTECTING]

Conduct the NDA review:

1. **Definition of Confidential Information** — Is it defined broadly enough to protect what I'm sharing? Are there carve-outs that worry me?

2. **Obligations of the Receiving Party** — What exactly are they required to do (and not do) with my information?

3. **Standard Exclusions Review** — Are the standard exclusions (publicly known info, independently developed, etc.) reasonable and appropriate?

4. **Duration** — How long does the confidentiality obligation last? Is that adequate for my information type?

5. **Return or Destruction** — Is there a provision requiring return or deletion of confidential information?

6. **Injunctive Relief** — Is there a clause allowing me to seek emergency injunctive relief without posting a bond?

7. **Residuals Clause** — Does this NDA contain a residuals clause that allows the receiving party to use information retained in memory?

8. **Enforceability Red Flags** — Any provisions that might make this NDA harder to enforce?

9. **Suggested Improvements** — Specific language additions or changes that would strengthen the agreement.

10. **Overall Strength Rating** — Weak / Adequate / Strong with brief rationale.