NDA Review Checklist and Deviation Register
Six documents and three sheets that sort every difference into what the law fixes and what you can negotiate, then check which way the data flows.
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Deviation Register · Marchmont Renewables mutual NDA, reviewed for Sablewood Analytics
Nine rows, seven of them positions, five asks going back
| Ref | § | Clause | Kind | Which way it cuts | Verdict |
|---|---|---|---|---|---|
| D-1 | 2.1 | Term | Position | Reinforces | Ask |
| D-2 | 2.2 | Trade-secret tail | Position | Flips | Drop |
| D-3 | 3 | Residuals | Position | Narrows | Ask, Deputy GC |
| D-4 | 4.3 | Oral disclosures | Position | Flips | Drop |
| D-5 | 7 | Governing law | Position | Neutral | Ask |
| D-6 | 8 | Assignment | Position | Narrows | Ask |
| D-7 | 10 | Return or destroy | Position | Reinforces | Ask |
| SF‑1 | 5.2 | Flow-down to individuals | Floor | n/a | Our own paper |
| SF‑2 | 9, 1.2 | Non-disparagement | Floor | n/a | Note only |
Two asks came out, and neither would have looked wrong
| What a clause-by-clause run sends | What the direction score does with it |
|---|---|
| Strike the 30-day confirmation of oral disclosures | Leave it. It protects the receiving party, and here that is us |
| Ask for the perpetual trade-secret tail | Leave it. It is a permanent obligation on their 40 GB, not on our 24 pages |
40.0 GB in, 24 pages out. Six of nine positions protect a discloser.
Every NDA checklist asks one question nine times: does this clause match our position. That assumes every line in the document is negotiable, and two kinds are not. A statutory floor has no fallback and no approver, and one of the two here sits in a document that is not the one under review. So each row gets sorted into floor or position before anybody marks anything up, because a row sorted wrong either burns a round on a term no court will apply or gives away a remedy.
Sablewood Analytics reading Marchmont Renewables' mutual NDA is the review worked through here. Sablewood receives 40.0 gigabytes across four information categories and sends 24 pages across two, so it is the receiving party by a wide margin. Six of its nine standard positions were written to protect a discloser. Two asks came out of the markup on that ground alone, because sending them would have meant asking the counterparty to increase Sablewood's own exposure. The positions themselves get built in the contract playbook pack.
Two federal floors reach an ordinary commercial NDA and neither is findable by comparing documents. The trade secret immunity notice belongs in any agreement with an employee, contractors included, and leaving it out costs the employer its exemplary damages and fees against that person. A nondisclosure clause agreed before a dispute arises is not enforceable as to a harassment claim. The markup that comes out of all this goes through the redline comparison tool.
What's in the pack
Deviation Register
One row per difference, each with a kind, a direction, a verdict, the rung it opens at and the role that approves it. Two counts at the bottom.
Standard Form Positions
Nine positions with the language you open at, the rung you take, the approver, and which side of a disclosure the clause actually helps.
Disclosure Direction
What each side hands over, by category, with volumes and sensitivities, including the oral categories nobody remembers because they are not data.
Statutory Floor Check
The two federal floors, the document each one actually lands in, and the jurisdictions the check did not examine rather than a clean result.
Turnaround Log
Raised, conceded, sole blocks and days per position, so an expensive position is visible next to a cheap one that concedes just as often.
Review Note
What is going back and what is not, with the reason on every dropped row and the condition that would make dropping it wrong.
Markup
Ask rows only, written as replacement language with one sentence of reason, so nothing has to be drafted on the other side.
Approval Recommendation
The approval level, the single clause that needs somebody senior, and what the company accepts by sending a short markup instead of a long one.
How to use it
- 1
Open in River, or take it blank
Hand River the inbound NDA, your standard form and the individual agreements you use for staff and contractors, or take the Word documents and CSV sheets from the template library.
- 2
Fill in the column playbooks skip
Every position needs the side of a disclosure it helps, not just a preferred and a fallback. Nothing downstream runs without it, and it comes from the clause rather than from who sent the paper.
- 3
Score the deal before reading the document
Categories, volumes and sensitivities in both directions, including site access and interviews. Then mark each position reinforces, flips, narrows or neutral against this deal.
- 4
Floor check, then compare, then route
Follow the flow-down clause into the agreement it forces you to sign next. Then the register, and the approver hears about the one exception rather than about the whole document. What the signed agreement obliges you to do afterwards belongs in the obligation register.
Frequently asked questions
Is this free?
The download costs nothing and needs no account. Edit with AI opens a free River account and installs the same pack as a private space, with the agent ready to read your standard form and the NDA that arrived. Both buttons point at one pack, and the download is the whole of it.
What does Edit with AI actually do?
It reads your standard form against the last executed NDAs to build the positions list, asks the business what each side is handing over, follows the flow-down clause into your individual agreements, and fills the register. Every row quotes both clauses rather than summarising either.
We already have a playbook. Why is this different?
A playbook gives every clause a preferred and a fallback, which quietly treats every clause as negotiable. Two rows in the worked review have no fallback because the law decides them, and two more were dropped because our own position was arguing for the counterparty on this deal.
The agreement is mutual. Does direction change anything?
It changed two of seven positions here. Mutual describes the text, not the exposure. Sablewood receives 40.0 gigabytes and sends 24 pages, so a clause protecting a disclosing party is protecting Marchmont, and asking for it would have made Sablewood's own position worse.
Why count sole blocks rather than how often a position concedes?
Because a concession inside a round that was happening anyway costs nothing. Two positions in the worked quarter concede at 80.5 and 93.9 percent and cost 4.8 days against 33.6. Concede rate reads them as the same finding, and the playbook pack is where that rate belongs.
Where does this review stop?
At the markup and the routing. A proof of concept moving operating data usually produces data terms next, which is DPA review, and a signed evaluation usually produces a full agreement, which is vendor review. Commercial terms found inside an NDA get flagged and routed rather than reviewed here.
Does it say whether a clause is enforceable in our state?
No. The floor check reports two federal requirements and then names the jurisdictions nobody examined, which in the worked review is four of them. State restrictions on confidentiality terms vary a great deal, and a check that closed that gap with a guess would be worth less than one that flags it.