Demo: NDA Comparison Results

See how our AI analyzes and compares NDAs to identify risks and provide recommendations

Demo Scenario

This demo compares your Standard Company NDA v2.1 with a modified NDA from Customer XYZ. The customer has made several changes including extended terms, liquidated damages, and stricter authorization requirements.

Side-by-Side Comparison

Reference NDA (Standard_Company_NDA_v2.1.pdf)
Customer NDA (Customer_XYZ_NDA_Modified.pdf)
1. Definitions90% Match
Key Differences: Minor wording differences in definition of 'Confidential Information'

Definitions: Confidential Information means any proprietary information, trade secrets, technical data, business plans, customer lists, financial information, or other sensitive information disclosed by either party

Definitions: Confidential Information shall mean all proprietary information, trade secrets, technical specifications, business strategies, customer databases, financial records, and any other sensitive data disclosed by either party in any form

2. Confidential Information75% Match
Key Differences: Customer NDA requires written authorization for any disclosure, while reference allows verbal consent in emergencies

Definitions: Confidential Information means any proprietary information, trade secrets, technical data, business plans, customer lists, financial information, or other sensitive information disclosed by either party. Obligations: The receiving party agrees to maintain the confidentiality of all Con...

MUTUAL NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT This Mutual Non-Disclosure Agreement is entered into between XYZ Corporation and Company. Definitions: Confidential Information shall mean all proprietary information, trade secrets, technical specifications, business strategies, customer database...

3. Term and Termination60% Match
Key Differences: Extended term to 5 years with automatic renewal vs. standard 3-year term

Term: This agreement shall remain in effect for three (3) years from the date of execution. Return of Information: Upon termination, all Confidential Information must be returned or destroyed

Term and Termination: This agreement shall remain in effect for five (5) years from the date of execution and shall automatically renew for successive one-year periods unless terminated by written notice. Return and Destruction: Upon termination, all Confidential Information must be returned or des...

4. Return of Information85% Match
Key Differences: Additional requirement for certified destruction of digital copies

Return of Information: Upon termination, all Confidential Information must be returned or destroyed

Return and Destruction: Upon termination, all Confidential Information must be returned or destroyed with certified proof of destruction for digital copies

5. Remedies45% Match
Key Differences: Includes liquidated damages clause of $100,000 minimum plus attorney fees

Section content from reference NDA...

Section content from customer NDA...

Risk Analysis

Risk Summary

Overall Risk Assessmenthigh Risk
2High Risk
1Medium Risk
1Low Risk

Key Issues

  • Extended 5-year confidentiality term
  • Automatic renewal clause
  • High liquidated damages ($100K minimum)
  • Restrictive written authorization requirement
Identified Risks (4)
Extended 5-Year Term with Auto-Renewal
Term and Termination
Liquidated Damages Clause
Remedies
Written Authorization Requirement
Confidential Information
Certified Destruction Requirement
Return of Information

Summary & Recommendations

Executive Summary
Overall assessment of the customer NDA compared to your reference NDA

high Risk Assessment

Negotiate key terms before signing. The extended term and liquidated damages present significant business risks.

Key Concerns

  • Extended 5-Year Term with Auto-Renewal
  • Liquidated Damages Clause
  • Written Authorization Requirement
  • Extended 5-year confidentiality term
  • Automatic renewal clause
  • High liquidated damages ($100K minimum)
  • Restrictive written authorization requirement

Acceptable Terms

  • Certified Destruction Requirement
Recommended Actions
Suggested next steps based on our analysis

Negotiation Points

  1. Extended 5-Year Term with Auto-Renewal

    Negotiate to reduce the term to 3 years and remove automatic renewal clause, or add specific termination conditions.

  2. Liquidated Damages Clause

    Request removal of liquidated damages or negotiate a more reasonable cap based on actual potential damages.

  3. Written Authorization Requirement

    Add exception for emergency situations or verbal authorizations confirmed in writing within 48 hours.