Before you sign an NDA, ask these six questions.
A practical reading checklist for confidentiality, permitted use, and the promises that outlive the deal.
Who is sharing information?
Identify whether disclosure is one-way or mutual. Check that the definition of each party includes only the affiliates and representatives you intend to cover.
What is confidential?
Read the definition alongside the exclusions. Ask how public information, independently developed work, and information already known to the recipient are handled.
What can you do with it?
Write down the intended purpose in plain English. A narrow purpose can prevent a recipient from using information for unrelated projects. An overly broad purpose can frustrate a discloser’s expectations.
What survives the discussion?
Check the duration of obligations, return or destruction requirements, record retention, and any restrictions that extend beyond confidentiality.
Illustrative negotiation
“Could we clarify the permitted purpose and add a process for required disclosures? That would help our team follow the agreement consistently.”
Before relying on this checklist
This is a general reading framework, not a statement of any state’s law. Ask a qualified lawyer about enforceability and the facts of your transaction.
Sources and scope
Anthropic commercial-legal nda-review checklist (pinned reference)
Review method, not a statement of applicable law; draft positions require attorney review.
Put the checklist to work.
Choose a role and review the exact outbound text before requesting analysis. Live analysis is limited to eligible invited accounts; model and legal acceptance remain pending.
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