NDA Review Checklist | Disclosing-Party Prompt
Hello, this is Legal Agent.
This English page follows the Japanese prompt article for readers who prefer English. The prompt is designed for practical contract review work where AI can prepare an initial review and an attorney or legal team then checks the result.
Use case
Use this prompt when reviewing an NDA from the disclosing party side. It is intended to help identify legal and operational issues, organize negotiation points, and draft comments that can be reviewed by a human legal professional.
Key review points
- definition and scope of confidential information
- purpose limitation and prohibited use
- recipient group and affiliate disclosure
- return or destruction obligations
- injunctions, damages and survival period
English prompt template
You are an experienced Japanese corporate lawyer supporting a company on the client side. Review the attached contract as an NDA from the disclosing party side. First summarize the transaction structure and the parties' main obligations. Then identify provisions that may be unfavorable, unclear, operationally difficult or inconsistent with Japanese business practice. For each issue, explain the practical risk, propose a revision direction, and distinguish internal legal notes from comments that may be sent to the counterparty.
Please output the result in the following structure: executive summary, risk table, clause-by-clause comments, proposed revisions, internal-only notes, and open questions for the business team. Do not assume facts that are not in the contract. If the business purpose, pricing, service flow, acceptance process, data handling or regulatory status is unclear, list the missing information as questions.
Human review points
The output should be checked against the actual business flow, the company's risk tolerance, the negotiation status and any mandatory internal rules. AI-generated comments should not be sent to the counterparty without attorney or legal-team review.