Legal · Vendor NDA Review Against Internal Checklist

Upload a vendor NDA and your internal review checklist — the AI flags every negotiable and hard-no clause, quotes the exact language, and gives a RED / AMBER / GREEN sign-off recommendation.

Persona: In-house counsel reviewing a vendor non-disclosure agreement before signing.

• Upload both files — the vendor NDA (vendor-nda-apex-strategic-advisors.pdf) and the internal checklist (globex-nda-review-checklist.docx).
• Confirm both files have finished processing in the knowledge folder before you send the prompt — the AI must read both to do a checklist-anchored review.
• Be explicit that the NDA must be reviewed against the checklist; otherwise the AI may give a generic legal opinion and ignore the second file.
• Start a new chat so there is no leftover context from another conversation.

When you upload both documents and send this prompt, the AI cross-references every NDA clause against your internal checklist — not against generic legal convention — and produces a structured table that quotes the exact problematic language, identifies which checklist column it falls into, explains why, and specifies the required action including the approval level needed. It closes with a single RED / AMBER / GREEN recommendation. The AI produces: - A row-by-row table for every clause that falls into the negotiable or hard-no column - The exact NDA language quoted verbatim, with each finding cited back to the source document - The checklist column each clause falls into, and a plain-English reason why - A required action for each row, including the approval level (in-house counsel / General Counsel / GC + CFO) - A single closing recommendation: **GREEN**, **AMBER**, or **RED** The workflow demonstrates how Redbrick AI reasons over multiple uploaded documents at once and grounds every conclusion in the customer's own policy — turning a manual, error-prone contract review into a structured, auditable output. **Example output** **NDA Review — Apex Strategic Advisors vs. Globex Checklist** | NDA section | Quoted language | Checklist column it falls into | Why it falls there | Required action | |-------------|-----------------|-------------------------------|--------------------|-----------------| | 1. Definition of Confidential Information | "...regardless of whether such information is marked, designated, or otherwise identified as confidential..." and "...observed, overheard, or otherwise perceived..." | **Hard No** | Captures all information regardless of marking or context, and includes information observed or overheard without a disclosure event. | Escalate for **General Counsel** approval. | | 2. Term and Survival | "...remain in full force and effect for a period of ten (10) years..." and obligations "...survive for a period of fifteen (15) years..." | **Hard No** | Term exceeds 5 years; survival period exceeds the 5–7 year post-term limit for non-trade-secret information. | Escalate for **General Counsel** approval. | | 5. Exclusions | "...no other exclusions or carve-outs shall apply, including without limitation any claimed prior knowledge, independent development, or third-party disclosure." | **Hard No** | Omits three of the four required standard carve-outs and explicitly waives them. "No other exclusions shall apply" is a non-negotiable defect. | Escalate for **General Counsel** approval. | | 6. Return or Destruction of Materials | "...within seven (7) calendar days, return to the Disclosing Party or destroy..." | **Hard No** | Fails to include mandatory retention exceptions for automatic electronic backups and legally required records. | Escalate for **General Counsel** approval. | | 7. Remedies for Breach | "...without the requirement of posting bond...", "...liquidated damages in the amount of two hundred fifty thousand United States dollars (USD $250,000)...", and "...regardless of the outcome..." | **Hard No** | Waiver of bond, one-sided fee-shifting regardless of outcome, and liquidated damages far exceeding the USD 50,000 cap. | Escalate for **General Counsel AND CFO** approval (financial exposure exceeds USD 100,000). | | 10. Governing Law; Venue | "...exclusively in the state or federal courts located in New York County, New York..." | **Hard No** | Sets exclusive venue in the counterparty's home jurisdiction (Apex is in NY) with no reciprocity for Globex. | Escalate for **General Counsel** approval. | **Overall recommendation: RED — Do not sign without General Counsel approval.** Every problematic clause falls into the Hard No category. Because the remedies clause creates financial exposure of $250,000 per breach, explicit CFO approval is also strictly required before the document can be executed. ---

The follow-up prompt tests whether the AI retains full context across turns — letting you turn the review straight into a ready-to-send negotiation artifact without re-explaining the setup or re-uploading the files.