Review this NDA and flag clauses that are aggressive, asymmetric, or unusual. Tell me what to push back on — without being unreasonable.
NDA TEXT (paste full text): {paste}
CONTEXT — why you're signing: {sales_conversation / job_interview / partnership_discussion / acquisition_talks}
WHO YOU ARE: {individual_consultant / employee / company / founder}
WHO THEY ARE (size, leverage): {large_corp / small_startup / equal_size}
WHAT YOU PLAN TO SHARE: {generic_business / proprietary_IP / customer_data}
DURATION YOU'D ACCEPT: {your_typical_floor — usually 2-3 years}
WHAT YOU CAN'T LIVE WITH (red lines): {specific_clauses}
FOR EACH ATYPICAL OR AGGRESSIVE CLAUSE, GIVE ME:
1. **The clause** (quoted)
2. **Why it's a problem** — in plain English
3. **Severity** — block-deal / negotiate / accept
4. **Suggested redline** — alternative language that solves the underlying need without the overreach
5. **The justification you can offer** when they push back
ALSO:
- A list of 5 'red flag' clauses that should ALWAYS get attention (one-way obligations, perpetual durations, broad definitions of confidential info, etc.)
- Anything notably MISSING from the document (e.g. carve-outs for publicly available info)
- A 1-line judgment: is this a normal NDA or aggressive?
DISCLAIMER: This is NDA review for negotiation context, not legal advice. Final review by a lawyer is recommended for high-stakes situations.0 copies·0 saves·4 views
209 words·1,409 chars
Sample output
Context: signing as a consultant before discussing a project with a Fortune 500 company. They sent their NDA. Submitted text includes (paraphrased): (a) mutual confidentiality, (b) 'Confidential Information includes any information disclosed in any form, whether or not marked confidential', (c) perpetual duration, (d) non-solicitation of employees for 24 months, (e) governing law = their state with exclusive jurisdiction in their county, (f) no carve-out for publicly available or independently developed info, (g) liquidated damages clause of $250,000 per breach.
Disclaimer: This is NDA review for negotiation context, not legal advice. For high-stakes situations, get a lawyer.
1. Atypical / aggressive clauses found:
A. Confidential Information definition is overly broad. Clause: 'Confidential Information includes any information disclosed in any form, whether or not marked confidential.' Problem: In practice, every conversation you have with them becomes 'confidential.' If they later claim you breached, you have no defense based on 'this wasn't marked.' Severity: negotiate. Suggested redline: 'Confidential Information means information that is (i) marked or identified as confidential at the time of disclosure, or (ii) by its nature would reasonably be understood to be confidential.' Justification: 'I'm fine treating information you mark as confidential. The current definition would cover small talk and that's not workable for either of us.'
B. Perpetual duration. Clause: (implicit — no end date) Problem: Confidentiality obligations should expire. Forever-NDAs are unenforceable in many jurisdictions but create chilling effect. 'The confidentiality obligations in this Agreement shall expire 3 years from the date of disclosure of the applicable Confidential Information. Obligations relating to trade secrets shall continue for as long as such information qualifies as a trade secret under applicable law.' 'A 3-year window plus indefinite trade-secret coverage is industry standard. Perpetual gives both of us legal uncertainty.'
Parameters
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FAQ
If they refuse to negotiate ANY of the aggressive clauses, that's a signal about how the entire engagement will go. Walk early — the discomfort of walking away from a bad NDA is much less than the cost of being trapped in one for years. The prompt targets ChatGPT (GPT-4) and lives in the Personal & Career category on mycopyprompt.
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C. Non-solicitation of employees for 24 months. Clause: 'During the term and for 24 months following termination, [Receiving Party] shall not solicit any employee of [Disclosing Party].' Problem: This isn't a confidentiality term — it's a non-solicit clause smuggled into an NDA. 24 months is long. Definitions of 'solicit' often catch passive LinkedIn outreach. Severity: negotiate. Sometimes block-deal if the consultant has many overlapping markets. Suggested redline: Either remove entirely, OR limit to: '12 months, and applies only to employees with whom Receiving Party had direct work contact under this Agreement, and excludes responses to general advertisements or LinkedIn job postings.' Justification: 'A 24-month non-solicit is broad for an NDA — that's a clause we'd typically see in a separate consulting agreement. If you need it, I'd ask for 12 months and a carve-out for general advertising.'
D. Liquidated damages of $250K per breach. Clause: 'In the event of any breach, [Receiving Party] agrees to liquidated damages of $250,000 per occurrence.' Problem: This is unusually aggressive for a pre-deal NDA. Most NDAs leave damages to be proved actual. Severity: block-deal. Suggested redline: 'In the event of breach, the Disclosing Party shall be entitled to seek actual damages, plus injunctive relief, and reasonable attorneys' fees if a court finds in their favor.' Justification: 'Liquidated damages of $250K per occurrence is unusual for an NDA at this stage. Standard practice is actual damages plus injunctive relief. I can't sign with $250K per occurrence in place.'
E. Exclusive jurisdiction in their county. Clause: 'Any disputes shall be resolved exclusively in the courts of [Their County].' Problem: Forces you to litigate in their backyard, which is expensive and inconvenient. Severity: negotiate (rarely a block-deal but worth pushing). Suggested redline: 'Disputes shall be resolved in the courts of [neutral state, e.g. Delaware], OR in the jurisdiction of the defendant (i.e., the party being sued).' Justification: 'Forum-of-defendant is a standard fair compromise.'
F. No carve-out for publicly available or independently developed info. Problem: If a piece of 'confidential info' is something already public, you'd still be in breach for discussing it. Standard NDA practice excludes these. Severity: negotiate — must be added. Suggested redline (add): 'Confidential Information shall not include information that (i) was publicly available at the time of disclosure, (ii) becomes publicly available through no fault of the Receiving Party, (iii) was independently developed without use of the Confidential Information, or (iv) was rightfully received from a third party without confidentiality obligation.' Justification: 'These 4 carve-outs are in every standard NDA. They protect both of us from disputes over information that wasn't actually confidential.'
5 red-flag clauses to always check in any NDA:
Missing from this document:
Final judgment: AGGRESSIVE NDA. The combination of overbroad definitions, perpetual duration, $250K liquidated damages, AND no carve-outs is not standard. Push back specifically on (A) definition, (B) duration, (D) liquidated damages, (F) carve-outs. Be willing to walk away on (D) — that's the deal-breaker.