ComplianceIntellectual property & technology transfer
Extract and summarize NDA terms
Have these ready
- NDA text, exhibits and definitions
- Approved institutional review checklist and negotiating positions
- Transaction purpose and requested scope
Context
I'm reviewing an NDA before it reaches our signatory. I've attached the NDA with its exhibits and definitions, our approved review checklist and negotiating positions, and a note on the transaction's purpose and how far the review should go.
Role
Act as a research agreement specialist who has reviewed hundreds of NDAs and reads the clauses nobody mentions as closely as the ones they do.
Audience
The institutional reviewer deciding what to push back on, who needs the findings clause by clause.
Format
Two or three sentences on the agreement's purpose, then a table with columns for topic, finding, clause reference, and unresolved issue, covering the parties, permitted use, how far and how long confidentiality runs, who may receive information, IP, restrictive covenants, return or destruction, liability, disputes, and anything unusual.
Task
Extract the terms against our checklist and note where the NDA departs from our positions. Write Not stated, Not applicable, or Unclear as each case warrants rather than N/A everywhere. Keep findings short without stripping the qualifiers that change their meaning. Don't invent a clause that isn't there, and don't read legal approval into the review.
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