NDA Review Tool: Risks Highlighted on the Confidentiality Agreement
Upload their NDA. The same file comes back with flags on definition, duration, residuals and hidden non-compete, plus a short explanation.
A counterparty NDA arrives as a PDF or DOCX before a call or a data room, and you cannot see on that paper whether Confidential Information swallows residuals, how long the duty lasts, or whether a non-compete sits inside a confidentiality clause. Checkory is an nda review tool: you upload their confidentiality paper and get the same file back with flags on definition, duration, residuals and hidden restraint, plus a short explanation and statute links for England and Wales.
What comes back on the NDA
Dedicated NDA pages in the search results usually sell a 0–100 Burn Score, a plain-English summary, or a playbook redline. Checkory returns a different artefact: the confidentiality paper you uploaded, with highlighted risks on the same file, sitting on the clause itself.
This page is for one document type — the inbound NDA or confidentiality agreement they asked you to accept before a call, a pitch, or a data room. It is not a before-signing checklist article, and it is not a chooser between mutual and one-way forms. The job is to mark the paper you are about to disclose under.
Same file with flags, not a score card
You upload the PDF or DOCX they sent. You open the same pages, in their order, with flags on the wording they asked you to take. Definition of Confidential Information, duration and survival, residuals or unretained knowledge, and a non-compete or non-solicit buried in a confidentiality clause stay on the sentence that creates the risk. A detached score pulls the issue off the page. The useful object here is the annotated source file, so you and a solicitor can read the surrounding paragraph.
The first pass is a list of questions on their draft. It does not rewrite the NDA, it does not invent a fairness band, and it does not tell you the disclosure can go ahead.
Explanation and statute links on the clause
Each mark comes with a short explanation and, where a provision of England and Wales may relate, a pointer to official statute text. The link is a starting point for you or a solicitor to verify, not a submission you can take to court and not a claim that this is the only applicable rule.
On a residuals or secrecy mark, the first official pointer is often Trade Secrets (Enforcement, etc.) Regulations 2018 regulation 2: a trade secret is secret, has commercial value because it is secret, and has been subject to reasonable steps to keep it secret. An overbroad contractual duty can still bind you even when the information would not meet that definition. The cite is a pointer, not a finding that the Regulations decide this deal.
The Solicitors Regulation Authority warning notice on misuse of AI, published 17 August 2026, states that generative AI has no separate legal personality and can invent fictitious cases and references. Treat every cite as “this provision may be relevant”, then read the official text and the clause together. If they do not match, the mark is a question, not an answer.
“Residual Information may be used for any purpose, including in the development, manufacture, and sale of competitive products.”
Marks on the inbound NDA: definition, duration, residuals and hidden non-compete.
| Mark on the NDA | What the wording often does | What you do with the flag |
|---|---|---|
| Definition of Confidential Information | Any and all information, whether or not marked, with thin public-domain or independent-development carve-outs | Read the sentence; challenge a swallow-all definition; keep the mark on their wording |
| Duration and survival | Perpetual confidentiality, or trade-secret-indefinite without saying what is a trade secret | Diary what still binds after the meeting; do not treat “standard term” as a sunset |
| Residuals / unretained knowledge | A use right for what employees remember, including in competitive products | Treat a residuals licence as High before the first disclosure |
| Hidden non-compete or non-solicit | Restraint language sitting inside a confidentiality clause, not in a later commercial paper | Do not treat “just an NDA” as harmless; send High restraint to a solicitor |
Mutual or one-way is a chooser, not this tool
Search often splits NDA work into two other jobs: a checklist of clauses to walk before you sign, and a chooser between mutual and one-way forms. Both jobs are real. Neither is the upload pass on the file already in your inbox.
Link the chooser, do not clone it
If you still need to pick a shape — one-way inbound, one-way outbound, or mutual — use mutual vs one-way NDA: which to sign. That article stays on form choice. This landing does not repeat that walk-through. Once they have already sent a draft, the live question is what that draft does on residuals, duration, and restraint.
This page is the upload pass on their draft
A clause-level checklist for what to read before you sign lives on the NDA review checklist before signing. Use it when you want a method on paper. Use this page when the task is: mark their confidentiality file, then decide what to push back on. The product puts the flag on their sentence. The checklist does not replace that marked file.
A mutual heading does not make residuals harmless. A one-way heading does not make a buried non-solicit vanish. Form is a label. The risk sits in the wording.
Residuals flagged on the confidentiality paper
The proof object on this page is not a dial. It is a residuals or unretained-knowledge sentence highlighted on the uploaded NDA, with a risk tag and a pointer to the official trade-secret definition. That is the moment to stop treating the paper as a polite cover sheet.
What a residuals mark looks like
The quote above is the pattern that shows up on inbound drafts: Residual Information may be used for any purpose, including competitive products. The mark sits on that sentence, not on a summary card. You can point at the words they asked you to accept.
Sharing under a broad definition plus residuals can give the other side a licence to use what employees remember, without a later commercial agreement. That is the stake. A first pass that skips the residuals sentence is a first pass that missed the job.
If the same paper also tries to move intellectual property — “all information and all rights in it” — keep the IPO guidance on ownership of copyright works next to the clause. For commissioned work, first owner is the creator unless agreed in writing; a court may imply a limited non-exclusive licence, not a transfer. An NDA is a poor place to hide an assignment. The GOV.UK page is a pointer, published 19 August 2014 and still live, not a finding that copyright has already moved.
Why this is not a fairness score
A fairness or Burn Score answers a different question: how one-sided does this look against a house model. That can be useful later. It does not show you the residuals sentence on the page you will disclose under. Checkory stays on the paper. The objection “it is a standard NDA, a score is enough” fails when remembered information is free to use and the duty still claims to protect a secret.
Reasonable steps to keep information secret sit in tension with a residuals licence. The mark does not decide which wins. It puts both on the same file so a person can decide before the first disclosure.
See the marks on their NDA
Upload their NDAAI NDA review tool vs a Burn Score
An ai nda review tool in the search results often means one of three artefacts: a 0–100 burn, a summary with severity tags, or a Word playbook that rewrites toward house language. Checkory is the fourth: marks and cites on the source NDA.
Marks and cites, not a 0-100 burn
NDAShield-style scoring and CreateMyNDA-style summaries are real products. They are not this page. A number does not show you whether “any and all information whether or not marked” still has a public-domain carve-out. A summary can bury the residuals sentence under a traffic-light. The annotated file keeps you on the wording.
Justee-style findings with legal citations are closer. The Checkory difference is still the artefact: flags on the same file, not a findings report plus suggested revisions as the hero. You walk their pages. You do not walk a new document that is no longer the draft they sent.
Not a playbook redline in Word
Legartis and other playbook tools compare the inbound NDA to a lawyer-developed standard and, on paid plans, sit inside Word. That is a legal-ops job. This landing is a first pass for a person who has their PDF and needs flags before a call. One compact split: not a chatbot, not a Word add-in, and not a contract-lifecycle repository. The gesture is upload, then open the marked file.
A fairness score is a different artefact
A 0–100 burn or fairness dial pulls the issue off the page. The useful object here is the annotated NDA, so you and a solicitor can read the residuals or restraint sentence in its paragraph. If you do not have a playbook, you still need flags on their wording.
Upload an NDA for review
The search phrase upload nda for review is the same gesture this page sells. One confidentiality file in. The same file back with flags. Then a human decision about disclosure.
One file in, the same file back
Open /document-analysis with their NDA in hand. Send the PDF or DOCX. This pass is that file, not a pack of later commercial paper and not a paste into a public chatbot. Walk each highlight on the clause. List what to challenge. Send High items to a solicitor.
If the temptation is to paste the raw NDA into a consumer model, stop. That is a confidentiality decision of its own. The operational how-to is how to keep a confidential contract private when using AI. This landing does not clone that how-to. It marks the file you chose to upload.
Open the tool, then verify every cite
Where the other side’s written standard terms try to exclude or restrict liability for breach, or to claim a substantially different performance, UCTA 1977 section 3 is the England and Wales pointer for a B2B reasonableness question. Where the paper tries to exclude liability for death or personal injury caused by negligence, UCTA 1977 section 2 is the pointer: that exclusion cannot stand. Other loss from negligence is held to a reasonableness test. Consumer contracts sit under a different statute. The mark is a question for a person, not a verdict.
Start the first pass on their NDA
Open the tool
Go to /document-analysis with the inbound confidentiality paper in hand.
Upload that NDA
Send the PDF or DOCX. This pass is the confidentiality file, not a later MSA pack.
Walk the marks
Read each highlight on the clause. List what to challenge before you disclose. Send High items to a solicitor.
Confidentiality agreement review tool on their paper
NDA and confidentiality agreement are the same job on this URL. A confidentiality agreement review tool still has to mark definition, duration, residuals and hidden restraint on the file they sent. Renaming the paper does not change the decision: disclose as-is, mark up, or send High items to a solicitor first.
NDA and confidentiality paper are the same job
Some drafts say Non-Disclosure Agreement. Some say Confidentiality Agreement. Some sit as a schedule to a later master. This landing reviews the confidentiality paper in front of you. A later MSA confidentiality clause is a later pass. Do not treat the first NDA as harmless because a longer contract is coming.
There is no UK statutory cap on commercial non-competes in force as a general rule. Do not invent a three-month limit as law. A hidden restraint inside an NDA is a High flag for a solicitor who can read the facts, the consideration, and the wording together. This page is not an employment-NDA or whistleblowing landing.
High flags go to a solicitor
Success on this page is practical. You can name which NDA clauses to challenge before you disclose. You can name which High items — residuals licence, buried non-compete, perpetual duty with no carve-out — leave the first pass. You do not treat the marks as permission to share.
Reserved legal activity under Legal Services Act 2007 section 12 is a different list: rights of audience, litigation, reserved instruments, probate, notarial work, and oaths. “Legal activity” is wider and includes advice. The product is AI support on a marked file. It is not a solicitor and it does not conduct reserved work.
Scotland and Northern Ireland are separate legal systems. Do not treat a default England and Wales first pass as coverage for the whole United Kingdom. Commercial NDAs that name another governing law sit outside this default and belong with a person who practises there.
England and Wales is the default, not the whole United Kingdom
Cites on this page point at official England and Wales text. Scotland and Northern Ireland are separate systems. The SRA warning of 17 August 2026 applies to unverified AI references. High residuals, hidden restraint, or a perpetual duty with no carve-out still go to a solicitor who can read the file.
FAQ
Can a 0-100 fairness dial replace marks on their confidentiality paper?
No. A score pulls the issue off the page. This pass returns the NDA you uploaded, with flags on definition, duration, residuals and hidden restraint, plus a short explanation and an official England and Wales pointer where a provision may relate.
Walk the sentence in its paragraph. A Burn Score or fairness band is a different artefact.
Does this pass choose mutual or one-way for me?
No. Form choice is a separate question. Use the mutual versus one-way article when you still need to pick a shape.
This page is the upload pass on the draft they already sent. Mark that file before the first disclosure.
What if the residuals sentence looks like a use licence?
Treat it as a High question. Residual or unretained-knowledge wording can let the other side use what employees remember, including in competitive products.
Read the mark next to the Trade Secrets (Enforcement, etc.) Regulations 2018 definition of a trade secret — secrecy, commercial value because it is secret, and reasonable steps. Then decide whether to challenge the sentence or send the pack to a solicitor before you disclose.
When should a High flag on an NDA go to a solicitor?
Send the marked file when any of these is true:
- residuals grant a use right you cannot wear
- a non-compete or non-solicit sits inside the confidentiality clause
- duration is perpetual with no carve-out you can explain
- a statute pointer and the clause do not match
The first pass is a list of questions, not a sign-off and not permission to share.
Does one upload also review confidentiality inside a later MSA?
No. This pass is the standalone NDA or confidentiality paper they sent. A later master, order form, or employment paper is a separate upload or a solicitor question.
If the NDA tries to move IP or restrain later work, keep that mark on this file before you treat a later commercial draft as the whole story.
Why does a mark point at legislation.gov.uk instead of a playbook?
A playbook cites house positions. Checkory points at official statute text for England and Wales so you can read the provision next to the clause.
The link is a starting point. Verify it. Scotland and Northern Ireland are separate legal systems. The Solicitors Regulation Authority warning notice on misuse of AI, published 17 August 2026, states that generative AI can invent fictitious references — treat every cite as a question.
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