Read a non-disclosure agreement clause by clause with AI
An NDA looks short, but its weight sits in a few definitions: what counts as confidential, what is carved out, who may receive the information and for how long the duty lasts. Upload the NDA, whether a signed PDF or a Word draft, ask about each of those points in plain language, and open the cited excerpt to read the exact words before you sign or share anything under it.
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Last updated October 2026
How to review an NDA with Search+
- Add the NDA and the agreement it supports
Upload the NDA together with any term sheet, letter of intent or services agreement that refers to it, up to 10 files at a time. Confidentiality terms in the main agreement can override the standalone NDA, so it helps when both are in one workspace.
- Say which side you are on
In Workspace Context, write something like "We are the receiving party; flag obligations that are broader than a standard mutual NDA." That instruction is applied to every question you ask in the workspace.
- Ask one point at a time and open the citation
Ask about the definition, the exclusions, the permitted recipients and the duration as separate questions. Every answer links to the supporting excerpt, with the section number when the document has one.
Questions people ask about an NDA
Is this NDA mutual, or does only one party have confidentiality obligations?
How does this agreement define confidential information, and does it cover information shared orally?
Can we share the information with our advisers, lenders or affiliates, and on what conditions?
When does the confidentiality obligation end, and do trade secrets get a longer period?
What must we do if a court or regulator orders us to disclose the information?
Does this NDA include a non-solicitation or standstill obligation as well as confidentiality?
What reading an NDA carefully involves
A wide definition, such as "all information disclosed in any form", reaches far more than a list of marked documents. Most other clauses depend on it, so read it first.
Exclusions usually cover information that is public, already known or independently developed. How they are worded, and who must prove them, changes how much the NDA really restricts.
Some NDAs add non-solicitation, standstill or non-circumvention terms. Those are commercial restrictions, not confidentiality, and they are easy to miss in a short document.
Many NDAs state that breach may justify an injunction and name the law and courts that apply. How those terms work varies by jurisdiction, which is a question for a lawyer.
NDAs often come back as scanned signatures or circulate as Word drafts. Search+ reads PDF and Word files, and OCR picks up the text of a scanned copy.
Answers cite the excerpt they come from, with a section reference when the NDA has one, and Search+ does not invent locations the document does not contain.
The parts of a typical NDA and a question for each
| NDA section | What it usually covers | A question to ask Search+ |
|---|---|---|
| Parties and purpose | Who discloses, who receives, and why | Is this NDA limited to evaluating a specific deal? |
| Definition of confidential information | What is protected and in what form | Does the definition cover information not marked confidential? |
| Exclusions | Public, known or independently developed information | Who has to prove that an exclusion applies? |
| Obligations of the recipient | Standard of care, permitted use, permitted recipients | Which of our employees and advisers may see the information? |
| Compelled disclosure | Court orders and regulatory requests | Do we have to notify the other side before disclosing under a subpoena? |
| Term and survival | How long the duties last | How long do the obligations last after the agreement ends? |
| Return or destruction | What happens to materials at the end | Can we keep archival copies for compliance purposes? |
| Remedies and governing law | Injunctions, damages, courts | Which law governs this NDA, and where would a dispute be heard? |
What is a non-disclosure agreement?
A non-disclosure agreement, or NDA, is a contract in which one or both parties agree to keep certain information confidential and to use it only for a stated purpose, such as evaluating a business deal or a working relationship.
NDA review questions
Can Search+ tell me what my NDA protects?
Will it spot a non-solicitation term in an NDA?
Can it read the NDA together with the deal documents?
How do I check how long the obligations last?
Can I sign an NDA based on Search+ answers alone?
My NDA is a scanned signed copy. Will that work?
Know what you are agreeing to keep quiet
Start a workspace, upload the NDA, and ask what it covers before you share anything under it.
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