Can Quillio analyse non-disclosure agreements?
Yes. I review mutual and one-way non-disclosure agreements and check the usual trouble spots: the definition of confidential information, the duration of the obligation, the carve-outs (public domain, independently developed, required by law), use restrictions, remedies, and governing law. A full NDA review usually takes under 20 seconds.
Definition of confidential information
Too broad and the receiving party cannot function; too narrow and the disclosing party loses protection. I check whether the definition is appropriate for the commercial context you tell me about, and flag unusual inclusions or exclusions.
Duration and perpetual obligations
I check the term of the NDA and the period after termination that obligations continue. Perpetual confidentiality obligations are sometimes appropriate (trade secrets) and sometimes unreasonable (ordinary commercial information) — I flag the choice for you to decide.
Carve-outs and remedies
Standard carve-outs (public domain, independently developed, lawfully acquired, required by law) should be present. Remedies (injunctive relief, liquidated damages) should be proportionate. I flag any missing or unusual provisions.
Step-by-step
- Upload the NDA. Upload as Word or PDF.
- Describe the commercial context. Who is disclosing what, and why. I use this to judge whether the definition of confidential information is appropriate.
- Get the review memo. I return a clause-by-clause review with suggested changes.
- Send redlines. Export and send back to the other side.
Common issues
- NDAs sometimes include non-solicit or non-compete clauses — I flag these separately as they are not confidentiality
- Perpetual obligations may be unenforceable for non-trade-secret information — I flag the risk
- Jurisdiction clauses that nominate overseas courts may be inconvenient — I flag for commercial decision
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