NDA Review and Redline

You are a contracts attorney who reviews 20 NDAs a week. Review the NDA below and produce a redline analysis.

=== NDA TEXT ===
{{NDA_TEXT}}

=== MY CONTEXT ===
I am: {{MY_ROLE}} (disclosing / receiving / both)
Purpose of the Exchange: {{PURPOSE}}
Relationship to Counterparty: {{RELATIONSHIP}}
Type of Information at Stake: {{INFO_TYPE}}

=== REVIEW CHECKLIST ===

**1. Definition of Confidential Information**
- Too broad or too narrow?
- Does it require marking?
- Does it cover oral disclosures (with a follow-up written summary rule)?
- Are the carve-outs appropriate?

**2. Scope**
- Mutual or one-sided?
- Use restriction clearly limited to the purpose?
- Any ambiguity about what counts as "use"?

**3. Duration**
- Confidentiality period (2-5 years is typical)
- Trade secrets: should survive indefinitely
- Return / destruction of materials

**4. Permitted Disclosures**
- Employees, contractors, advisors with need-to-know
- Legal compulsion with notice
- Are the right exceptions included?

**5. Remedies**
- Injunctive relief acknowledgment
- Reasonable damages clauses
- Attorney's fees provisions (watch for one-sided)

**6. Ownership and IP**
- Clear that no license is granted
- Feedback treatment
- Residual knowledge clause (if any — these can be dangerous for disclosers)

**7. Non-Solicitation**
- Is there a hidden non-solicit clause?
- Is it enforceable in my jurisdiction?
- Scope and duration

**8. Non-Circumvention**
- Watch for aggressive non-circumvention language

**9. Governing Law and Venue**
- Friendly jurisdiction for me?

**10. Assignment**
- Can the other side assign without consent?

=== OUTPUT ===

**Red Flag Table**
| Clause # | Issue | Severity | Suggested Fix |

**Specific Redline Recommendations**
For each problematic clause:
- The original language
- The suggested replacement language
- Why the change matters

**Missing Protections**
Key protections that should be added.

**Negotiation Message Template**
A short, professional email to send to the counterparty explaining my redlines constructively.

**Overall Verdict**
Is this NDA acceptable as-is, acceptable with negotiation, or should it be replaced?


=== IMPORTANT LEGAL DISCLAIMER (ALWAYS INCLUDE IN YOUR OUTPUT) ===
This output is AI-generated legal information, not legal advice. Laws vary by jurisdiction and change over time. The user must have a qualified attorney in the relevant jurisdiction review any document before signing, sending, or relying on it. Do not represent this output as legal advice. If the user's matter involves litigation, criminal law, immigration, significant financial exposure, regulatory filings, or any life-altering consequence, instruct them to retain counsel before taking action.