Non-disclosure agreements (NDAs) look simple, but the details decide your risk: scope, exclusions, survival, and remedies. The good news: modern contract-analysis AI can parse and summarize a standard NDA in well under a minute, provided you structure the task and handle data responsibly. This guide shows a 30-second workflow, the fields your summary must contain, and privacy guardrails you should put in place. AI won't replace counsel, but it will triage routine NDAs so your team can move faster with fewer surprises.
What matters in an NDA (so your summary covers it)
Essential NDA Fields Schema
At minimum, an NDA summary should reflect how the document defines Confidential Information, the exclusions (public/independently developed/already known/third-party rights),use limitation (solely for the stated purpose), permitted disclosures(e.g., to reps under duty of confidence or by law), term & survival (how long the duty lasts),return/destroy obligations, governing law/venue, and remedies(injunctions, equitable relief). These are the provisions most commonly negotiated and most likely to affect your risk posture.
Why these fields matter: NDAs exist to protect trade secrets and sensitive know-how during collaborations or diligence. When the definition/exclusions or survival are vague, you risk accidental leakage or unusable data. Tight, clear drafting—and accurate summaries—are critical for innovation-heavy businesses.
The 30-second workflow (step-by-step)
30-Second NDA Analysis Workflow
Upload
Drag-and-drop the NDA (PDF/DOCX). Good tools will OCR scans and preserve headings/numbering so clause boundaries don't get lost. (If your tool can't reliably OCR, you won't hit 30s.)
Auto-segment
The AI identifies sections like Definition of Confidential Information, Exclusions, Term, Use of Information, Return/Destruction, Remedies, Governing Law, and Jurisdiction. This is table-stakes for contract-analysis engines in 2024–2025.
Summarize with a schema
Run a structured prompt that forces the model to fill a fixed checklist (see below). Clause-level extraction + a risk taxonomy lets AI flag missing sunsets, one-way confidentiality, or absent permitted-disclosure carve-outs as it summarizes. Well-implemented systems report >90% accuracy on key clause identification.
Generate the brief
Output a plain-English paragraph for execs, plus a bulleted "what to negotiate" list for legal/ops. If anything is blank or ambiguous, the model must highlight it in red for manual follow-up (e.g., "no survival period stated").
Copy-paste prompt (schema-first)
Use this with your preferred LLM/contract tool. It enforces completeness and neutral tone—and keeps the output useful to non-lawyers.
You are summarizing a non-disclosure agreement (NDA) for business stakeholders.
Extract and return ONLY this JSON. If a field is missing or ambiguous, return null and add a note in `flags`.
{
"parties": {"disclosing": "", "receiving": "", "mutual": true|false},
"purpose": "",
"confidential_definition": "",
"exclusions": ["public", "already_known", "independently_developed", "third_party_rights", "legally_required_disclosure"],
"use_limit": "solely for ...",
"permitted_disclosure": "to reps bound by confidentiality / as required by law / ...",
"term": {"agreement_term": "", "survival": ""},
"return_destroy": "",
"remedies": "injunctive relief / equitable remedies / damages caps (if any)",
"governing_law": "",
"venue": "",
"specials": ["residuals_clause?", "no_license", "non_solicit?"],
"risk_summary": {
"missing_sunset": true|false,
"one_way_confidentiality": true|false,
"no_rep_duty": true|false,
"no_return_destroy": true|false
},
"flags": ["..."]
}Why these fields? They mirror the clauses most reputable legal sources tell you to check first: definition/exclusions, purpose & use limits, survival, return/destroy, venue, and remedies.
What "good" looks like (interpretation guide)
Definition is precise; exclusions are present
Your summary should confirm the standard carve-outs (public, pre-known, independently developed, third-party) so routine operations aren't chilled. If exclusions are missing, flag for negotiation.
Use is purpose-bound
Look for "solely for evaluating X"; anything broader enables misuse.
Survival is time-boxed
Often 2–5 years or "trade secrets survive indefinitely." If survival is silent, that's a red flag.
Return/Destroy on request
At end of term (include notes and derivatives). Absence suggests data may linger.
Remedies reference injunctive relief
Without it, rapid enforcement can be harder.
Venue/Law are workable
Extreme forum terms escalate cost; note if far from your base. (Summaries should surface this for business owners early.)
Privacy & compliance guardrails (don't skip)
AI summarization touches sensitive information. Before uploading real NDAs, confirm your tool's data handling: no training on your documents, region-bound storage, access controls, and clear deletion timelines. Organizations should also track AI-specific risks (e.g., data leakage, membership inference); pick vendors with documented mitigations and governance.
Put it together: one-minute playbook
Upload the NDA and trigger OCR/segmentation.
Run the schema prompt above (or your tool's built-in NDA extractor).
Scan "risk_summary"—if any flag is true, escalate; otherwise ship the brief.
Append a human note: one line on business fit ("purpose aligns with vendor evaluation; survival 3y; mutual; venue CA").
Save & purge per policy (or vendor auto-delete).
TL;DR
Structure beats speed: Clause-level extraction + a JSON schema yields a complete NDA summary in ~30 seconds.
Summarize what matters: definitions/exclusions, use limits, survival, return/destroy, venue, remedies.
Guard the data: choose AI that respects privacy and provides clear controls and deletion.
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Upload to ClauseQuick and get a plain-English summary plus negotiation flags in one view.
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