The Ultimate Checklist for Confidence and Compliance in Every Agreement

Risk is complex, but this list is a handy place to start. This list is inspired by our real Risk Scoring Agent, which automatically analyzes agreements across the full contract lifecycle, delivering AI-powered risk assessments based on an organization’s pre-defined risk profile. Automated risk scoring eliminates hundreds of hours of manual review, unearths hidden liabilities, and gives executives real-time intelligence to mitigate risk and accelerate deal flow.

Note: This list does not constitute legal advice and should not be relied upon as such. Always consult a qualified attorney for professional legal guidance specific to your situation.

1. NDA requires specific marking or labeling or identification of confidential information for the information to be protected as confidential
2. The following exclusions for the definition of confidential information are not included in the agreement:
   1. information in the public domain,
   2. information previously received from a third party without a duty of confidentiality,
   3. information independently developed without use of or reference to the disclosing party's confidential information
3. Agreement does not limit the use of the confidential information to the evaluation of a potential business transaction (i.e. a specific purpose)
4. Agreement does not require that third parties who receive confidential information from the disclosing party be bound by confidentiality obligations and use it for the purpose of the NDA
5. Confidential information is not protected for at least 3 years from the date of disclosure or 3 years from the date of termination or expiration under the agreement.
6. Under the agreement, confidential Information that is protected as a trade secret is not subject to the terms of the agreement for so long that it is considered a trade secret. If all information is only protected for a period of time (such as 2 years) this is insufficient unless you carve out the trade secret protection.
7. Agreement's Governing law is outside of preferred jurisdictions (Massachusetts, New York, or Delaware) but still in United States
8. Agreement contains restrictions on hiring employees or engaging customers
9. Agreement includes indemnification provisions inappropriate for evaluation stage
10. Agreement requires notice of an assignment
11. Agreement requires the other party to give consent for an assignment and does not include the following exceptions to the requirement: merger, acquisition, sale of all or substantially all of a party's assets or any other similar transaction regardless of form
12. Agreement lacks acknowledgement that monetary damages may be inadequate and that equitable relief (including injunctive relief) shall be available in event of breach or threatened breach
13. Agreement only protects the information shared by the other party (NDAs should be bilateral protecting the information shared by both parties)
14. No right to disclose the disclosing party's confidential information if required to under applicable law or any requirement of a court under the agreement