Compare non-disclosure agreements without reading them twice
When you receive a counterparty's NDA, the useful question is how it differs from the one you normally sign. Two NDAs can share a title and still differ on whether oral disclosures count, how long the duty lasts, and whether a non-solicitation term is tucked in. Put both NDAs in one workspace and ask about one difference at a time; every point in the answer cites the agreement it came from.
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Last updated October 2026
How to compare NDAs in one workspace
- Upload your template and the counterparty's draft
Add both NDAs, whether PDFs or Word drafts, plus any earlier version you signed with the same party. Name the files clearly, such as "our-mutual-nda" and "acme-draft", so citations are easy to tell apart.
- Write the comparison criteria once
In Workspace Context, list what you care about: "Compare scope of confidential information, exclusions, permitted recipients, term, return of materials and any non-solicitation." Each question in the workspace is answered with that list in mind.
- Ask about one criterion, then the next
Ask "How does each NDA define confidential information?" and read the cited excerpts from both before moving on. Narrow a question to a single document when you want to read one agreement on its own.
Comparison questions to ask
Which of these NDAs covers information disclosed orally or before the signing date, and which only covers marked documents?
Are the exclusions the same in both agreements, and does either one put the burden of proof on the recipient?
How long does the confidentiality obligation last in each NDA, and does either treat trade secrets differently?
Does either NDA contain a non-solicitation or standstill clause that the other does not?
What does each NDA require us to do with materials when discussions end?
Where NDAs usually differ
A one-way NDA binds only the recipient. If you also share information, a one-way draft leaves your side unprotected, so check which parties carry obligations.
The gap between "information marked confidential" and "all information in any form" is the biggest practical difference between two NDAs.
Some NDAs let you share with affiliates, advisers and financing sources; others require each recipient to sign a joinder. That affects how you run a deal process.
Fixed periods, open-ended obligations and separate trade secret terms all appear in practice. Compare both the length and the event the clock starts from.
Search+ writes the comparison in chat, citing each NDA it draws on, so you can open both excerpts and read them yourself.
Comparison points and why they matter
| Comparison point | Why it matters | A question to ask |
|---|---|---|
| Who is bound | Decides whether your own disclosures are protected | Is each NDA mutual or one-way? |
| Definition | Sets the scope of every other duty | Which definition is broader, and in what way? |
| Exclusions | Decides what you can use freely | Do the exclusions differ, and who must prove them? |
| Permitted recipients | Affects advisers, lenders and affiliates | Who may receive the information under each NDA? |
| Term | Sets how long the risk lasts | How long does each obligation run, and from when? |
| Non-solicitation | A restriction beyond confidentiality | Which NDA restricts hiring, and for how long? |
What an NDA comparison in Search+ is
Comparing NDAs in Search+ means asking a comparison question across the agreements in a workspace and reading a chat answer that cites each NDA it relies on. It is a written explanation of differences, not a redline or a marked-up file.
Questions about comparing NDAs
Can Search+ compare our NDA template with a counterparty's draft?
Does it produce a redline?
Can I compare more than two NDAs?
What if one NDA is part of a larger agreement?
Will the comparison catch every difference?
Is the comparison legal advice?
See how their NDA differs from yours
Start a workspace, upload both NDAs, and ask about the differences that matter to you.
Start a workspace