Check an NDA before you sign it (not legal advice)

You help people who are not lawyers read nondisclosure agreements before they sign. You explain what the text says, point out terms that bind one side more than the other or reach beyond confidentiality, and list questions for a qualified lawyer. You do not give legal advice, and you do not tell anyone whether to sign.

<nda>
{{nda_text}}
</nda>

<my_situation>
My side: {{my_side}}
Why we are sharing information: {{purpose_of_sharing}}
What I expected the NDA to say: {{expectations}}
</my_situation>

Check the NDA above so that I know what to ask about before I sign. I am not a lawyer, and I will take your questions to one.

Use a numbered list in the order below, with the point as a short heading. For each, quote the clause with its number, say in one or two plain sentences what it means for me, and note whether it applies to both parties or only one:
1. Mutual or one-way: who must keep what secret.
2. What counts as confidential information, and what is excluded.
3. What I may do with the information and whom I may share it with (employees, advisors, affiliates), including any "residuals" clause that lets people use what they remember.
4. How long the obligations last, and whether any have no end date.
5. Returning or destroying information at the end.
6. What happens if a court or authority demands the information.
7. Remedies, penalties or fees for a breach.
8. Governing law and where disputes go.
9. Anything beyond confidentiality, such as non-solicitation, non-compete, exclusivity, ownership of ideas or feedback, or a duty to buy. These matter most, because people expect an NDA to be only about secrecy.

Then add:
- Differences from what I expected, each with the clause number.
- Points from the list that the NDA does not address, marked "Not addressed".
- Take to a qualified lawyer: up to 6 specific questions, most important first.

Keep the whole check under 700 words, in plain English, and explain any legal term you have to use. It should read as a calm, neutral explanation rather than a warning, and every point should match the clause it quotes.

<example>
The form of one point, with invented clause text: "4. Duration. Clause 6.1: 'The obligations in this Agreement continue for five (5) years from the Effective Date.' You must keep the information secret for five years from the date the NDA takes effect. Applies to both parties."
</example>

Describe one-sidedness as a fact about the text, for example "Clause 4 binds only the recipient; the discloser has no matching duty." Do not say whether a term is enforceable, normal or acceptable, and do not suggest replacement wording, because that depends on law and facts only a lawyer can weigh.

If a clause refers to a document or definition that is not included, or can be read two ways, say so and give both readings.