NDA review automation that sends routine NDAs back the same day and keeps every change inside the limits counsel set
NDAs back the same day, every change inside the limits counsel set.
See one case, screen by screen ↓Software that reads incoming non-disclosure agreements against your standard positions and sorts them, so counsel read only the ones that need a lawyer. NDA Review Automation adds seven agents that check whether an NDA is already in force, apply counsel's approved fallbacks inside a signed delegation, have a second agent re-check every fix, and send each NDA only on the named approver's click.
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The NDA is the contract a company signs most often, and each one waits for commercial counsel to read every clause: definition and marking, mutual or one-way, term and survival, residuals, non-solicit, governing law and forum, return or destruction, compelled disclosure, remedies, assignment. Counsel mark up in Word, write a cover note, and email it to the sales rep, who forwards it. When the counterparty counters, someone compares the versions by hand and the loop starts again. Meanwhile the demo, the sample and the partnering call wait.
The risk sits in the clauses nobody had time to read twice. A one-way NDA that protects only the other side, a survival clause that quietly turns three years into ten, a residuals clause that lets the counterparty use what its people remember, whistleblower wording negotiated away — and different counsel conceding different terms for similar counterparties. Nobody checks whether an NDA is already in force, and the signed copy lands in a shared drive without its term or expiry.
Estimated split of the 1.5 hours of counsel time an NDA took before go-live at the demo company, and the 0.3 hours it takes with the solution.
Seven agents read, fix and check every NDA inside counsel's delegation; the named approver clicks to send.
Wednesday 14 October, Kestrel & Vane Group. Tomás Reyes is selling an automated bioreactor line to Corvessa Biotech on a $2.4M opportunity, and Corvessa has sent its own mutual NDA. Priya Shah, commercial counsel, works the morning in a conversation with the agents. Here is what happens, screen by screen, in the working solution.
Priya's morning opens on what needs her: 38 open NDAs, 3 that need her now, 17 sent today. At the top, the intake agent reports that Tomás attached Corvessa's NDA to opportunity OPP-26-08817, that no NDA is in force with Corvessa, and that the counterparty screen is clear. It asks whether the agents should read it against her 12 standard positions.
“They fix only what your delegation allows, and nothing is sent without you.”
Priya answers in the conversation. The intake agent reads 6 pages from the sales CRM and checks the register: no NDA with Corvessa or its group, no duplicate request. The counterparty screen confirms Corvessa is not on the competitor list, not a government body, with no sanctions hit and no export-controlled topic. The review agent reads 12 clauses against playbook version 9.
§4 keeps obligations for seven years; the review agent replaces it with the approved fallback under NDA-3 — three years, trade secrets protected for as long as they remain trade secrets. §7 is a residuals clause; NDA-4 says no residuals, so it is struck, with a comment to Corvessa explaining why. §12 chooses Delaware law, which is on the accepted list, so it stays. Each change cites Corvessa's clause and the playbook rule.
“Your position is 3 years, trade secrets while they stay secret. I may apply this fallback; counsel approves it.”
The checker reads the whole fixed draft clause by clause from the document, never from the review agent's notes, and agrees on 12 of 12. Only then does the decision come to Priya: the redline and a cover note go to Tomás for Corvessa, and term fixes under NDA-3 and NDA-4 need counsel's click. She can approve, send it back with an instruction, open the redline or reject.
“I re-read the fixed draft on my own, clause by clause: 12 of 12 agree. I read the document, never the review agent's notes.”
The approval shows exactly what she is signing off: NDA-3 term from 7 years to 3, NDA-4 residuals struck, NDA-6 Delaware accepted as is, the checker's 12 of 12, who it goes to and her name as approver. She picks AP-02 · Fixed with approved fallbacks, can add a note for the record, and confirms she has read the redline and the two cited rules.
The redline and cover note reach Tomás at 09:40, four minutes after the NDA arrived. The negotiation agent now watches for Corvessa's reply and handles it inside Priya's positions; anything outside comes back to her. She asks the agents why Ellery Marine is waiting for her, and the checker answers with its sources.
“Because the review agent and I disagree … A disagreement always goes to counsel under delegation version 5. You decide.”
On Ellery Marine Technologies the review agent read the term in §4 as 3 years and fixed nothing. The checker found §11.4, which keeps the obligations in clauses 3, 5 and 6 for ten years after termination. Both readings sit side by side with the clause and the rule. The agents recommend striking §11.4 under NDA-3, fallback 1; Priya can approve that, instruct the agent, take it over or decline, each with a reason code.
Nine NDAs are with counsel, oldest first against a 2-day service level — each with why it is here, the clause and what the agents recommend.
Greyfriars Medical Imaging replied to round 2 at 09:12: it accepted 3 years and the struck residuals and asks for New York law. New York is on the NDA-6 accepted list, so the negotiation agent can accept it, and the checker re-reads before it returns for a click. Fairhurst Logistics insists on 5 years; NDA-3 has no further rung, so it went to counsel. Three counterparties are past the 3-day reply service level, and one click reminds them.
Nine NDAs are out for signature and six were signed and filed today, each with its term and expiry and linked to the opportunity. The envelope to Thornbury Valves bounced: Mark Ellison, a plant manager, is not an authorised signatory for K&V Industrial Ltd, where the matrix names a director. Jonas Berg, the contracts administrator, fixes the signatory and resends.
The signature and filing agent never signs, and never sends to anyone outside the signatory matrix.
Counsel approved 156 three-year term fixes in 90 days without a single change, so version 6 proposes that the contracts administrator approve them. Re-run on 1,034 past NDAs, the preview shows 112 fixes still waiting for counsel's click instead of 268, and 0 NDAs with a high-risk clause leaving counsel. Version 5 stays live until Catherine Mwangi, Deputy General Counsel, signs version 6.
The same NDA, seen by five of the people who carry it — what their week looked like, and what it looks like now.
Seven agents read, fix and check every NDA inside counsel's delegation; the named approver clicks to send.
Reads NDAs from the legal inbox, the sales CRM and the partner portal; finds the counterparty, our entity, the type and its direction; merges duplicates; and checks the register for an NDA already in force with the counterparty or its group.
Checks the competitor list, government bodies, the sanctions screening result, export-controlled topics and universities, and routes any trigger to counsel with the reason.
Reads every clause against the 12 standard positions, applies approved fallback language only inside the delegation, explains every change in a comment, and escalates anything else with the reason and the clause.
Re-reads the whole fixed draft clause by clause from the document, looks for clauses that override others such as survival, and must agree before an NDA can move on.
Compares the counterparty's counter with our last version, accepts what is inside the positions, offers the next rung only where counsel pre-approved it, drafts the cover note and reminds at 3 business days.
Sends approved NDAs to an authorised signatory for the entity, chases, files the signed NDA with its term, expiry and positions, sets the expiry reminder and links it to the opportunity.
Reports turnaround, lanes and service levels, finds positions counsel often concede, and proposes playbook and delegation changes with their evidence.
Approves; widens or narrows the delegation. The agents propose; a named person decides.
Ask why an NDA is waiting, what changed and why, or whether a counterparty is covered. The agent that did the work answers, cites the clause, the rule or the delegation version, and acts only with your approval.
What did you change on Corvessa, and why?
Two changes, one accepted variation. §4: 7 years became 3 years, trade secrets while secret. §7: residuals struck. §12: Delaware law is on your accepted list, so I left it. The other 9 clauses match. The checker agreed 12 of 12 on its own.
Why is Ellery Marine waiting for me?
Because the review agent and I disagree. The review agent read clause 4 as a 3-year term and changed nothing. I re-read the whole draft and found §11.4, which keeps the obligations in clauses 3, 5 and 6 for ten years after termination. A disagreement always goes to counsel under delegation version 5. We both recommend striking §11.4 under NDA-3. You decide.
Is Talvik Systems already covered?
Yes. NDA-2025-0412 is a mutual NDA signed on 3 Mar 2025 and in force to 3 Mar 2028. Its purpose covers the renewal pricing and site plans Luca Ferraro wants to share, so no new NDA is needed. I told Luca at 09:29.
Why is NDA-12 locked?
Because the law sets a floor. Without the 18 U.S.C. § 1833(b) notice an employer loses exemplary damages and fees; SEC Rule 21F-17(a) forbids any agreement that impedes reporting. I restore the wording wherever it is missing and nobody can negotiate it away.
13 screens from the working solution, on its sample data. Pick one to see it large.
Counsel decide, rule by rule, what the agents may fix and who approves. Every change is a new version, previewed on past NDAs and signed before it goes live.
| Setting | Default | Choose from |
|---|---|---|
| Term and survival fixes (NDA-3) | Counsel approves (version 5) | Administrator approves · Counsel approves · Counsel only |
| Governing law and forum (NDA-6) | Administrator approves; Delaware, New York, England and Wales accepted | Administrator approves · Counsel approves · Counsel only; version 6 proposes adding Singapore law for Distribution |
| Standstill, exclusivity, non-compete (NDA-11) | Counsel only | Locked in every version |
| Whistleblower and immunity wording (NDA-12) | Restored by the agent; never removed | Locked; only the Deputy General Counsel may grant an exception |
| Counterparty triggers | Always counsel | Competitor list (14 companies) · government body · sanctions hit · export-controlled topic · university or research institute |
| Service levels | Fixed NDAs approved and sent the same business day | Intake 15 min · sign as is 4 business hours · needs counsel 2 business days |
| Counterparty reply | Reminder at 3 business days | Requester told at 4 business days |
| Reason codes | Every approval, rejection and escalation carries one | AP-01 to AP-04 · RJ-01 to RJ-03 · ES-01 · add a reason code |
Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.
“demo” = seen in the working solution, on its sample data · “target” = the design goal, measured in the live solution · “estimated” = our estimate · “typical” = published figures (SEC press release 2024-118, 9 Sep 2024 — seven public companies charged under Rule 21F-17(a), more than $3 million in combined penalties; 18 U.S.C. § 1833(b) on the whistleblower immunity notice). Kestrel & Vane Group, its counterparties and the people named on this page are fictional — characters and sample data in the working solution.
Software that reads incoming non-disclosure agreements against your standard positions and sorts them, so counsel read only the ones that need a lawyer. NDA Review Automation adds seven agents that check whether an NDA is already in force, apply counsel's approved fallbacks inside a signed delegation, have a second agent re-check every fix, and send each NDA only on the named approver's click.
The review agent reads every clause against your 12 positions. An NDA that matches every position goes to sign as is; one it can fix with an approved fallback is fixed and checked; anything outside the delegation — a term over 3 years, a non-solicit the business wants to keep, a standstill, personal data, a competitor — goes to counsel with the reason and the clause cited.
They draft only the fallbacks your delegation allows, and nothing is sent without the named approver's click and a reason code. Under the demo delegation, counsel approve fixes to type, term, residuals, non-solicit and remedies; the contracts administrator approves the rest, and the person who requested the NDA can never approve it.
A second agent, the checker, re-reads the fixed draft clause by clause from the document, never from the review agent's notes, and must agree before the NDA moves on. When they disagree — as on a survival clause that kept obligations for ten years — the NDA goes to counsel with both readings side by side.
Yes. The wording is a locked floor: the review agent restores it wherever it is missing, and no agent, administrator or counsel can remove it in a negotiation. Only the Deputy General Counsel can grant an exception, and it is logged.
Yes. Counsel set each rule to administrator approves, counsel approves or counsel only. A change is previewed on the last 90 days of NDAs — how many would move lane and whether any high-risk clause would leave counsel — and goes live only when the Deputy General Counsel signs the new version.
Yes. The agents propose, explain and cite; counsel and the contracts administrator approve, send back, take over or decline, each with a reason code. The agents never sign, never send without the named approver, never clear a sanctions hit, and never change the playbook or the delegation.
The Agentic Solution Engine builds and deploys it from your requirements and documents — your NDA templates, playbook, delegation and signatory matrix — and it goes live once every quality gate has passed. First-time setup connects your intake channels and runs a trial on your last 90 days of NDAs, compared with counsel's own decisions, before you switch it on.
Portfolio questions answered in minutes, every row cited to its page.
1-min demoContract Renewal ManagementEvery renewal decided before its notice deadline, with uplifts and unused seats in view.
1-min demoLegacy Contract MigrationOld contracts loaded into the new CLM with every field measured, renewals found first.
1-min demoWe'll run NDA Review Automation on your own playbook and a sample of your past NDAs.