Your NDA, redlined in minutes.
Email the NDA; minutes later a tracked-changes redline — every change explained in a margin comment — comes back with a plain-English cover email, ready to review, edit, and send to the other side. Disclosing or receiving, the analysis is calibrated to your side.
New accounts include three free initial analyses — pay only when you want the redline.
What redline checks in an NDA.
Use of your information
Is there a defined purpose, and does the use restriction actually hold? Without both, an NDA quietly becomes a license to use what you share.
What counts as confidential
Marked-only definitions forfeit anything you forget to stamp; overbroad ones are hard to live with. redline flags a scope that doesn’t fit your side.
The four standard exclusions
Public information, prior possession, third-party sources, independent development — present, mutual, and not rigged with proof burdens you can't meet.
Who counts as a Representative
Which people may see the information, on what conditions, and whether you answer for them — matched to how your team actually works.
Term and survival
Too short and the protection dies before the secret does; perpetual and you carry obligations forever. Trade secrets need their own carve-out.
Return and destruction
The classic trap: obligations no modern backup system can literally meet. redline drafts the carve that makes compliance possible.
Compelled disclosure
If a subpoena or court order arrives, the notice duties and limits need to be ones you can actually follow.
One-way terms in mutual clothing
Definitions, exclusions, and remedies that read mutual but bind only you. Every asymmetry gets flagged.
Smuggled extras
Non-competes, non-solicits, and residuals clauses rarely belong in an NDA. redline finds them and drafts them out.
Remedies and fees
Injunction acknowledgments, bond waivers, attorneys' fees — the terms that decide what a dispute would cost you.
Mutual or unilateral — the structure is the first check.
Mutual
Both sides disclose under one set of rules — each party is discloser and recipient by turns. The usual trouble isn't the structure; it's one-sided terms hiding inside mutual-looking language.
Unilateral
One side disclosing, and the paper is drafted to favor someone — discloser or recipient. The structural trap: signing recipient-side paper when you'll be sharing information too.
redline reads which structure you’ve been handed, asks which side you’re on when it isn’t obvious, and calibrates every position to it — discloser, recipient, or both.
What the first reply looks like.
A mutual NDA, user on the disclosing side — the cover email and the redline, as they arrive.
Hi Maya,
Redline attached. The short version: as drafted, this NDA only protects what you remember to stamp “Confidential” — and you're the one sharing the roadmap. Fixed. Seven changes total; two are critical.
The marking trap (most important). §2 limits protection to information marked confidential at disclosure, or confirmed in writing within ten days. Decks shown on calls, the demo environment, and pricing discussed in the room would all fall outside it. The definition now covers information that is confidential by its nature, marked or not — the four standard exclusions do the narrowing.
- Don't sign without: the unmarked definition (§2) and a three-year term with trade-secret survival (§7). Present as one ask.
- Push firmly, tradeable: a backup-retention carve in §4 (it protects you too), email notices.
- Can trade: the bond waiver in §8; NY venue — Delaware is fine if they push.
This analysis is generated by AI tooling and is not legal advice. Review with qualified counsel before relying on it.
…“Confidential Information” means all non-public proprietary or confidential information of the Disclosing Party, in any form, that is clearly marked “Confidential” at the time of disclosure or, if disclosed orally, is identified as confidential at the time of disclosure and summarized in writing within ten (10) days thereafter whether or not marked or designated as “confidential,” that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including all notes, analyses, and summaries prepared by the Recipient that contain or reflect any of the foregoing; provided, however, that Confidential Information does not include information that…
Revised to remove the marking and written-confirmation conditions. Information exchanged in working sessions, demos, and calls is rarely stamped; a marking requirement would leave most of what is actually shared unprotected — for both parties. The reasonable-person standard with the (a)–(d) exclusions is the common mutual-NDA formulation.
Maya — hold this one. You're the net discloser: the roadmap deck and the pricing model are exactly what won't get stamped. If they insist on marking, the fallback is “marked or reasonably understood to be confidential” — never marked-only.
Not a law firm
redline is AI tooling — analysis and drafting for your review, not legal advice, and no attorney–client relationship. Every output says so.
Never used to train models
Your contracts, emails, and matter state never train or fine-tune any model — ours or a vendor's.
Encrypted and isolated
TLS in transit, AES-256 at rest, private storage behind expiring links; every matter is scoped to its owner.
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$95 per matter after — every round of a typical NDA negotiation included.