NDA review tool

How to use the NDA review tool

1. Paste the whole NDA as plain text, from the title to the signature blocks. The box takes up to 100,000 characters of English text; for a PDF or Word file, copy the text out first.
2. Choose your side: Receiving party, Disclosing party, or Both (mutual) if each side will share information.
3. Select Review this NDA. Findings appear grouped as Review, Note and OK, each with the topic, a one-line reason and the sentence it matched.
4. Check every Review item against the agreement. Change the side to see how the labels move; the review runs again on its own.
5. Select Copy findings or Download .txt to keep the results with your notes or send them to the lawyer who signs off.

It works in any current browser with JavaScript turned on. There is nothing to install and nothing to sign up for.

What the NDA review tool checks

The NDA review tool uses fixed rules that look for wording patterns in the pasted text; it does not use AI, and the same text and side always give the same result. It runs 14 checks. Each finding is marked Review (a term to negotiate or confirm for your side), Note (worth reading; whether it matters depends on your deal) or OK (the usual protection is there, or nothing was found that works against your side), with the sentence that triggered it or "Not found in the text."

Your side changes the label, not what is found. Terms that put a burden or restriction on the recipient are Review when you receive. Gaps that leave shared information unprotected are Review when you disclose. For a mutual NDA you are on both sides, so either kind can be Review.

• Mutual or one-way: wording such as "mutual non-disclosure", "each party may disclose" or "as the receiving party" means mutual; a defined disclosing party (or discloser) and recipient without that wording means one-way. A one-way NDA is Review if you chose Both (mutual), otherwise a Note.
• Definition of Confidential Information: no definition is Review for every side. "Whether or not marked" (all information disclosed) is Review for the receiving party, OK for the disclosing party and a Note for mutual. Only marked or designated information is the reverse: OK for the receiving party, Review for the disclosing party, a Note for mutual.
• Oral disclosures: covered without a written follow-up is a Note for the receiving party and OK for the disclosing party; covered only if confirmed or summarized in writing is OK for the receiving party and Review for the disclosing party; not mentioned is a Note for the receiving party and Review for the disclosing party. Mutual is a Note in each case.
• Standard exclusions: publicly available information, information already known to the recipient, independently developed information, and information received from a third party. All four found is OK. Any missing is Review for the receiving party and mutual and a Note for the disclosing party, and the finding names which are missing.
• Confidentiality period: an indefinite obligation ("in perpetuity", "perpetual", "indefinitely") is Review for the receiving party, OK for the disclosing party, a Note for mutual. A fixed number of years with no mention of trade secrets is OK for the receiving party, Review for the disclosing party, a Note for mutual. A fixed period with trade secrets mentioned is OK. No duration found is Review for every side.
• Agreement term: the term of the agreement itself (for example "remain in effect for two (2) years") is shown as a Note, or a Note that none was found.
• Disclosure to representatives: sharing with employees, advisers or affiliates who need to know, with the recipient responsible for their breaches, is OK. Without that responsibility, or without a need-to-know limit, it is OK for the receiving party, Review for the disclosing party and a Note for mutual. No permission to share at all is Review for the receiving party and mutual and a Note for the disclosing party.
• Legally compelled disclosure: an exception for a law, subpoena or court order with prompt or prior notice is OK. Without notice it is OK for the receiving party, Review for the disclosing party and a Note for mutual. No exception is Review for the receiving party and mutual and a Note for the disclosing party.
• Return or destruction: with an exception for retained copies (backups, archives, legal hold) is OK; without one it is a Note for the receiving party and mutual and OK for the disclosing party; no return or destruction duty is a Note for the receiving party and mutual and Review for the disclosing party.
• Residuals clause (use of information kept in unaided memory): present is OK for the receiving party and Review for the disclosing party and mutual; absent is OK.
• Non-solicitation and non-compete inside the NDA: each one found is Review for the receiving party and mutual and a Note for the disclosing party; neither found is OK.
• Injunctive relief (injunction, equitable relief, specific performance, irreparable harm): present is a Note for the receiving party and mutual and OK for the disclosing party; absent is OK for the receiving party, Review for the disclosing party and a Note for mutual.
• Governing law and venue: the named state, exclusive or non-exclusive courts, or arbitration are shown as Notes for every side, as are missing ones.
• Assignment: "neither party may assign" without consent, or either party free to assign, is OK. Only the disclosing party free to assign is Review for the receiving party and mutual and OK for the disclosing party; only the receiving party free to assign is the reverse. A one-sided right for a party the tool cannot identify is Review; no assignment clause is a Note.

Definitions of terms such as confidential information and injunctive relief are in the Gavel clause library. Rules last updated November 14, 2026 (rules v1.0).

Worked example

Example (fictional): the "Try an example" NDA is a one-way confidentiality agreement dated March 3, 2026, in which Northwind Analytics, Inc. is the disclosing party and Brightline Health LLC is the recipient. Its definition covers all information "whether or not marked", it lists only two exclusions, the obligations "continue in perpetuity", and it has a 24-month non-solicit. Reviewed as the receiving party, the NDA review tool returns "Reviewed as: Receiving party. 4 to review, 7 notes, 4 OK." The four Review items:

• Covers all information disclosed, marked or not
• Missing standard exclusions: independently developed information, information received from a third party
• Confidentiality lasts indefinitely
• Non-solicitation inside the NDA

The seven Notes are: One-way NDA: only one party's information is protected; Oral disclosures are covered; Agreement term: two (2) years; Return or destruction required, with no exception for backups; Injunctive relief clause; Governing law: Delaware; Exclusive venue named. The four OK items are: Sharing with representatives on a need-to-know basis; Compelled disclosure allowed, with notice; No residuals clause; Neither party may assign without consent.

Switch the side to Disclosing party and the same text gives "Reviewed as: Disclosing party. 0 to review, 6 notes, 9 OK." The broad definition and the perpetual term become OK, and the non-solicit becomes a Note. As Both (mutual), the result is 3 to review: the one-way structure, the missing exclusions and the non-solicit.

What the NDA review tool does not do

• It reads only the text you paste. It does not open PDF or Word files, and it does not know what other agreements between the parties say.
• It matches wording, not meaning. A clause worded in an unusual way can be missed or misread, and "Not found in the text" means no matching wording was found, not that the protection is absent. Read the NDA yourself.
• It does not know your deal, your firm's positions or what is usual in your industry, and it does not suggest edits or redline the agreement.
• It is built for US-style NDAs in English. Rules differ by state, especially for non-solicits and non-competes; check the law that governs the agreement.
• The rules have been tested on fictional NDAs written to trigger each rule, not on a collection of real agreements.
• The output is a starting point for a lawyer's review, not legal advice. For a single clause rather than a whole NDA, use the contract clause checker.

When to use the NDA review tool

• Check the other side's NDA before a sales or partnership call: paste their form, choose Receiving party, and start with the definition, the exclusions and any non-solicit.
• Check your own NDA template before you send it: choose Disclosing party to see whether a marking rule, a fixed term or a residuals clause leaves your information exposed.
• Triage a mutual NDA for a deal or joint venture discussion: choose Both (mutual) to see the terms that matter in either direction, then download the findings for the lawyer who signs off.

After the review: next step and Gavel Exec

Copy the findings or download them as a .txt file and keep them with the NDA, or send both to the lawyer who signs off. The NDA review tool checks one NDA against Gavel's fixed rules. Gavel Exec, Gavel's paid AI contract review product for Microsoft Word and the web, reviews the whole agreement against your own playbook: each rule passes or fails with its reasoning, and it proposes changes. See Gavel Exec contract review; each user starts with 25 free queries and no credit card, and current prices are on the Gavel Exec pricing page.

Related tools

• Contract clause checker: check one clause at a time, such as a confidentiality or non-solicit clause.
• Contract playbook builder: write down your NDA positions, fallbacks and walk-away points.
• Contract comparison tool: compare the other side's NDA with your own template, word by word.
• Contract summary generator: get a one-page summary of the parties, dates and key terms of a contract.
• All of Gavel's free tools for lawyers.