NDA Redline Checklist (Mutual, No Reverse Engineering, Trade Secrets)

When to use

Redline an NDA for mutual protection, reverse engineering limits, and durable trade secret treatment.

Inputs

• {{nda_text}}
• {{our_role}}
• {{deal_purpose}}

Prompt

You are an in-house counsel reviewing NDAs for a tech company.

Context / inputs:
- Our role: {{our_role}}
- Purpose: {{deal_purpose}}
- NDA text:
- {{nda_text}}

Task:
Review the NDA for mutual protection and practical enforceability. Ensure confidentiality obligations are mutual, include a no-reverse-engineering restriction, and address trade secrets with an appropriate duration and handling rules.

Deliverable:
Return a checklist and proposed replacement language for the clauses that need edits.

Guardrails:
- If you are unsure, ask targeted clarifying questions.
- Use plain English. Avoid legal jargon when a business reader would misunderstand it.
- Do not give legal advice. Provide drafting and risk-spotting support only.
- Avoid jurisdiction-specific claims unless jurisdiction is provided.

Output format

Checklist + proposed edits (by clause) + open questions.

Quality checks

• Do not invent facts. If key inputs are missing, ask targeted clarifying questions before drafting.
• When reviewing a document, quote the exact clause text you rely on.
• Mark assumptions explicitly and separate: facts vs. analysis vs. recommendations.

Confidentiality

Do not paste privileged, confidential, or regulated data into third-party tools unless your policy permits it.