Guide
How to review an NDA with ChatGPT or Claude
ChatGPT or Claude can give an NDA a useful first pass before you sign it or send it to a lawyer, as long as it rates and quotes the clauses instead of telling you what the law says. Paste the whole NDA, say which side you're on, and ask whether it's mutual or one-way, how broadly it defines confidential information, which of the four usual exclusions are missing, how long the duty lasts and what you may do with the information. Ask it to look for clauses that don't belong in an NDA, such as non-competes, non-solicits and fixed damages, and to return a green, yellow or red table in which every yellow or red row quotes its section and asks one question for counsel. It's a first read, not legal advice.
Short answer
- Mutual or one-way, and is your information protected?
- Definition and exclusions; four exclusions expected.
- Red flags: non-competes, non-solicits, fixed damages.
- Quote, rate, ask counsel; never "the law says".
The brief to copy
NDA first-pass brief
"Give this NDA a first pass. I am [party]; I will [share / receive / both] information. Start with: Not legal advice.
Check, quoting the section each time: mutual or one-way; the definition of confidential information (marked, or everything); the exclusions (already public, already known to me, from a third party without a duty, developed independently); the permitted purpose; the term and how long the duty survives; who I may tell; return or destruction at the end; that no license is granted.
Look for clauses that don't belong in an NDA: residuals, non-solicitation, non-compete, exclusivity, an obligation to buy, fixed damages or an indemnity. Note the governing law as written; never say what a law requires.
Output: a table with one row per area, rated green, yellow or red. Every yellow or red row gets a quote and one [ask counsel: ...] question. End with the 3 changes that matter most.
The NDA: [paste]"
A worked example
Illustration: a made-up business. Tom, a freelance UX researcher, gets an NDA from a US payments startup before a three-month research project. He'll mostly receive information, but he'll also share his own interview templates. The review, in part:
| Area | Rating and clause | Question for counsel |
|---|---|---|
| Type | Yellow: one-way, the company is the only "Discloser" (§1); his templates get no protection | Can it be made mutual, or can my templates be excluded? |
| Exclusions | Yellow: "independently developed" is missing (§3) | Should the fourth exclusion be added? |
| Term | Yellow: "obligations survive indefinitely" for all information (§6) | Is an indefinite term right for ordinary business information? |
| Doesn't belong | Red: "Recipient shall not provide services to any competitor of Discloser for 12 months" (§9) | Can this non-compete be removed from the NDA? |
| Remedies | Red: "$25,000 per breach as liquidated damages" (§10) | Can fixed damages be removed, or capped? |
| Immunity notice | Yellow: none found; a US company and its contractor. The missing notice limits the company's remedies, not Tom's; his immunity applies either way | Should the notice under 18 U.S.C. § 1833(b) be added? |
The three changes that matter most were deleting §9, deleting or capping §10, and adding the fourth exclusion. Tom sent those three to the startup, which moved the non-compete out and dropped the fixed damages before he signed.
What stays with you
- Say which side you're on; the same clause is green for one side and red for the other.
- Paste the whole NDA, including any schedule that names the information.
- Check each quote against the document before you rely on it.
- Take every red row to a lawyer before signing.
- Ask for commercial terms (non-competes, fixed damages) to move to the main contract.
US: 18 U.S.C. § 1833(b) requires an employer to give notice of whistleblower immunity in any contract with an employee, contractor or consultant that governs trade secrets; without it, the employer can't recover exemplary damages or attorney fees from that person. For Japan, see the Japanese version of this page.
Next step: save the brief with your other prompts
Every new client brings an NDA. ChatGPT prompts for freelancers, saved so you don't paste shows where to keep this brief next to your proposal and scope prompts.
Skills for this
- Legal basicsNDA first passReviews an NDA clause by clause into a green/yellow/red table with quotes, hidden non-solicit or residuals flags, and questions for counsel.
- Legal basicsContract summary with key datesSummarizes a commercial contract into a one-page brief: fees, term, auto-renewal and notice dates, exit, liability, IP, data, and unusual clauses.
- Legal basicsContractor agreement checklistChecks a freelancer or contractor agreement for scope, IP assignment, confidentiality, payment, termination, and misclassification signals.
- SalesProposal check before you sendChecks a proposal or quote before it reaches the buyer: their problem in their words, scope, price, next step, risk reversal and names.
Questions
Can ChatGPT review an NDA?
It can do a first pass: classify the NDA, check the definition, the exclusions and the term, find clauses that don't belong, and quote each concern with its section number. It shouldn't tell you what the law requires; it should turn each concern into a question for a lawyer. It's not legal advice, so anything red goes to counsel before you sign.
What should I look for in an NDA?
Whether it's mutual or one-way, how broadly "confidential information" is defined, whether the four usual exclusions are there (already public, already known to you, received from someone else without a duty, developed independently), the permitted purpose, how long the duty lasts (the UK IPO says 3 or 5 years is common), and what happens to the information at the end.
Is a non-compete normal in an NDA?
No. A non-compete, a non-solicit, exclusivity or an obligation to buy is a commercial term, not a confidentiality one, so a first pass marks it red even when it looks routine. The same goes for fixed damages per breach. Ask the client to move such terms to the main contract, where they can be negotiated, or take them to a lawyer.
AI skill
Have your AI review an NDA before you sign
Put this skill in AI Skill Pod and everyone on your team gets it in their Claude, Cursor or ChatGPT (Pro, Business, Enterprise): one invite link, free to start. NDA first pass has your AI give an NDA a first pass before counsel: mutual or one-way, the definition and its exclusions, the term and how long the duty survives, what the receiver may do, clauses that don't belong such as non-competes and residuals, and a green, yellow and red table with every concern quoted and turned into a question for a lawyer.
14 days free · No card needed
Sources
- UK Intellectual Property Office: Non-disclosure agreements — specify the permitted purpose as precisely as you can; confidentiality is commonly limited to 3 or 5 years, and some information can be kept confidential indefinitely (read 2026-11-05)
- 18 U.S.C. § 1833 (Cornell LII) — (b)(3): an employer shall give notice of the whistleblower immunity in any contract with an employee that governs trade secrets or other confidential information, or it may not be awarded exemplary damages or attorney fees against that person; (b)(4): "employee" includes a contractor or consultant (read 2026-11-05)