Workflow template for legal and contracts
NDA check against counsel's approved positions
Before anyone signs a proposed NDA, counsel gets every clause quoted with its section and set beside the positions counsel has approved: matching, departing or not covered. Any obligation beyond confidentiality sends the whole NDA to counsel. The check never says an NDA is ready to sign.
This workflow template prepares legal work for a lawyer to review. It gives no legal advice and has not been reviewed by a lawyer. A lawyer decides and signs.
Listed under
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The outcome
The NDA a prospect sends one morning reaches your lawyer already laid out against the lawyer's own rules. Every clause sits beside the position it was measured against, in both sets of words, with the section and page. The few that differ, and the ones your positions never mention, are pulled to the top as a short list with a line for counsel's decision. One sentence names everything that matched. Counsel reads the short list first, then confirms each match on the list of matches, and the sales conversation keeps moving.
This is preparation for a lawyer, and it stays that. It gives no legal advice. It decides nothing about legal meaning, merit, validity, privilege, conflicts or deadlines. It offers no view on whether a clause is usual or would hold up. It never drafts an agreement, a clause or a reply to the other side, and it sends, files, signs and calendars nothing. Where your positions say nothing, it says so and supplies no position of its own. It names each clause only by its section and its own heading, never in words of its own, and asked whether to sign, what a clause means, about a date or for a case, it answers only that this is for your lawyer and points to the line of the draft. The best result it can give is "matches every approved position", and even that is addressed to your lawyer, who decides and signs. No result lets anyone else decide.
Who starts the work, and when
The salesperson, partnerships lead or operations manager who receives an NDA from a prospect, partner or supplier starts it, as soon as the NDA arrives and before anyone says anything to the other side about it. Your in-house lawyer decides and signs, on every NDA, including one that matches every position. Where the company has no lawyer, the draft is addressed to the outside counsel you name, never to the business as an answer.
It is not for a letter of intent, a heads of terms or a full commercial agreement, for explaining an NDA to anyone, or for a company that has no positions approved by a lawyer: then the NDA goes to outside counsel as it is.
What they supply
- The NDA as the other side proposes it, every page, with readable text and no tracked changes, plus anything it relies on, such as a schedule.
- A few lines on the deal: who sent it, when, what the exchange is for, and whether both sides will share information or only one.
- Your NDA positions file, approved in writing by your lawyer, with its date, its review date and the kinds of NDA it covers.
- Your lawyer's name, and today's date.
No NDA positions come with the workflow template; yours come from your own lawyer.
What comes out
A note to the person who asked, then one draft headed for counsel:
- Result: one line. Matches every approved position, counsel to review the whole NDA, or a count of what is for counsel.
- Comparison: each clause, quoted with its section and page, beside the position it was measured against, marked MATCHES, DEPARTS or NOT COVERED. Every one of your positions appears, including any the NDA has no clause for.
- For counsel to decide: first each clause flagged under the list of things beyond confidentiality, named by its item on that list, then each departure with the differing words from both sides, then each clause your positions do not cover.
- Everything else matched: one line listing every match.
- Counsel to confirm: a line for each decision, for the marks as a whole, and for each place where a term the NDA defines was read as your position's ordinary word.
- Check: pages read, counts that add up, the positions file and its date, and a statement that no wording was proposed and no date worked out.
The person who asked passes the draft and the NDA to counsel. Until counsel decides, nobody tells the other side the NDA is acceptable, proposes changes or signs.
An invented example
Illustrative example with invented data. Company A Software Ltd, Prospect B Distribution Ltd, every person named below, the NDA, the positions file and Westmarch, the place whose law and courts the NDA names, are all invented. The positions file is one invented company's set of choices. It is not advice about any real NDA and must not be used as anyone's positions.
The requester's four inputs come first, in full, then what the workflow template prepares. Counsel's positions are written as the wording counsel accepts, so most clauses can be set beside a position word for word.
Input 1: the request
Sent by Dana Whitlow, account executive at Company A.
Prospect B sent their NDA this morning, 11 November. It's for the depot pilot: we
show them the scheduling engine, they share depot volumes, so both of
us will share information. Can you check it against our NDA positions?
Counsel is Priya Senn. They want it back signed by Friday, so if it's
fine I'll sign it today.
Attached: their NDA (2 pages), our NDA positions file.
Input 2: today's date
Today's date: Wednesday 11 November 2026
Input 3: the NDA
MUTUAL CONFIDENTIALITY AGREEMENT
This Mutual Confidentiality Agreement (the "Agreement") is between
Prospect B Distribution Ltd ("Prospect B") and Company A Software Ltd
("Company A"), each a "Party".
1. Purpose. The Parties wish to exchange information to evaluate a
possible pilot of Company A's route-scheduling software at Prospect B's
depots (the "Purpose").
2. Confidential Information. "Confidential Information" means all
non-public information disclosed by either Party to the other in
connection with the Purpose, whether oral, written or electronic, and
whether or not marked as confidential.
3. Exclusions. Confidential Information does not include information
that (a) is available to the public, or later becomes so, without any
breach of this Agreement; (b) the receiving Party already knew without a
duty of confidence; or (c) the receiving Party obtains from someone else
who owes no duty of confidence for it.
4. Obligations.
4.1 Each Party shall use the other Party's Confidential Information only
for the Purpose and shall protect it with at least reasonable care.
4.2 Each Party may share the other Party's Confidential Information with
its employees, contractors and professional advisers who need to know it
for the Purpose and are bound by duties of confidence no less protective
than this Agreement.
5. Required disclosure. A Party may disclose Confidential Information
when a law or a court order requires it, after giving the other Party
prompt written notice where the law allows.
Page 1 of 2
6. Residual knowledge. Nothing in this Agreement restricts either Party
from using ideas, concepts or know-how retained in the unaided memory of
its personnel who had access to Confidential Information.
7. Term.
7.1 This Agreement begins on the date it is last signed and lasts two (2)
years.
7.2 Each Party's obligations under this Agreement continue for five (5)
years after this Agreement expires or ends.
8. Return and deletion. On written request, each Party shall return or
delete the other Party's Confidential Information, except copies held in
routine backup systems, which may be kept until deleted in the ordinary
course and remain subject to this Agreement.
9. General.
9.1 This Agreement is governed by the laws of Westmarch, and the courts
of Westmarch have exclusive jurisdiction.
9.2 During the term of this Agreement and for twelve (12) months after,
neither Party will solicit for employment any employee of the other Party
with whom it had contact in connection with the Purpose.
9.3 This Agreement is the entire agreement between the Parties about its
subject matter.
9.4 This Agreement may be signed in counterparts.
9.5 Each Party agrees that a breach of this Agreement may cause the other
Party harm for which money alone is not an adequate remedy, and that the
other Party may seek an injunction in addition to any other remedy.
Signed for Prospect B Distribution Ltd: ______________ Date: ________
Signed for Company A Software Ltd: ______________ Date: ________
Page 2 of 2
Input 4: Company A's NDA positions file
COMPANY A SOFTWARE LTD · NDA POSITIONS
Approved by: Priya Senn, General Counsel
Dated: 2 September 2026
Review by: 1 March 2027
Covers: mutual NDAs (both parties disclose). One-way NDAs go to counsel.
Each approved position is the wording counsel accepts. Other wording
counsel accepts for a position is listed after "Also accepted:".
ID | Topic | Approved position
P1 | What counts as confidential | "Confidential information" means all
| | non-public information disclosed by
| | either party to the other in
| | connection with the purpose
P2 | Form and marking | whether in any form, and whether or not
| | marked as confidential
P3 | Use | Each party shall use the other party's
| | information only for the purpose.
P4 | Exceptions | Confidential information does not
| | include information that (a) is
| | available to the public, or later
| | becomes so, without any breach of the
| | agreement; (b) the receiving party
| | already knew without a duty of
| | confidence; (c) the receiving party
| | obtains from someone else who owes no
| | duty of confidence for it; or (d) the
| | receiving party develops independently
| | without use of the information.
P5 | Disclosure required by law | A party may disclose information when a
| | law requires it, after giving the other
| | party notice where the law allows.
P6 | Length of the agreement | The agreement begins on the date it is
| | last signed and lasts no more than two
| | years.
P7 | How long duties last | Each party's obligations under the
| | agreement continue for no more than
| | three years after the agreement
| | expires or ends.
P8 | Return and deletion | On request, each party shall return or
| | delete the other party's information,
| | except copies held in routine backup
| | systems, which may be kept until
| | deleted in the ordinary course and
| | stay confidential.
P9 | Use from memory | No clause that allows use of
| | information retained in memory.
P10 | Governing law and courts | The agreement is governed by the laws
| | of Westmarch, and the courts of
| | Westmarch have exclusive jurisdiction.
P11 | Legal costs | No clause that awards legal costs to
| | one party only.
P12 | Who staff may share with | Each party may share the other party's
| | information with its employees,
| | contractors and professional advisers
| | who need to know it for the purpose and
| | are bound by duties of confidence no
| | less protective than the agreement.
P13 | Clauses needing no comparison | Purpose; entire agreement;
| | counterparts; headings; notices.
What the workflow template prepares
The note to Dana comes first, then the draft for counsel.
Note to Dana Whitlow
No stop applied.
RESULT: COUNSEL TO REVIEW THE WHOLE NDA: §6 and §9.2 flagged under the
beyond-confidentiality list. 7 departing, 2 not covered in all.
§6 Residual knowledge, flagged under "grant, licence or transfer any
right in intellectual property, feedback or ideas" (unsure).
§9.2 under 9. General, flagged under "restrict hiring or soliciting
anyone's people".
That is for Priya Senn to decide, on every result, including one that
matches every position.
The draft and the NDA now go to Priya Senn, whatever the result.
Until Priya Senn has decided and signed the decision line, no one tells
Prospect B Distribution Ltd the NDA is acceptable, proposes changes to
them or signs it.
I have sent, filed, signed, recorded and calendared nothing.
DRAFT FOR COUNSEL · NDA POSITION CHECK
For Priya Senn, General Counsel, who decides and signs.
This draft gives no legal advice and is not approval to sign. It decides
nothing about legal meaning, merit, validity, privilege, conflicts or
deadlines. It sends, files, signs and calendars nothing: nothing has
been sent, filed, signed, recorded or calendared.
RESULT: COUNSEL TO REVIEW THE WHOLE NDA: §6 and §9.2 flagged under the
beyond-confidentiality list. 7 departing, 2 not covered in all.
NDA: MUTUAL CONFIDENTIALITY AGREEMENT, 2 pages, from Prospect B
Distribution Ltd, received 11 November 2026
Purpose stated: "It's for the depot pilot: we show them the scheduling
engine, they share depot volumes, so both of us will share
information."
Direction checked: both parties disclose, as Dana Whitlow stated. NDA's
words: "disclosed by either Party to the other" (§2, p. 1)
Positions: COMPANY A SOFTWARE LTD · NDA POSITIONS, approved by Priya
Senn, General Counsel, dated 2 September 2026, review by 1 March 2027
Decides: Priya Senn, General Counsel
Requested by: Dana Whitlow, account executive
COMPARISON
1. §1 Purpose (p. 1)
NDA: "The Parties wish to exchange information to evaluate a possible
pilot of Company A's route-scheduling software at Prospect B's
depots (the "Purpose")."
Position: P13 Clauses needing no comparison: "Purpose; entire
agreement; counterparts; headings; notices."
Mark: MATCHES
2. §2 Confidential Information (p. 1)
NDA: ""Confidential Information" means all non-public information
disclosed by either Party to the other in connection with the
Purpose" (clause continues)
Position: P1 What counts as confidential: ""Confidential information"
means all non-public information disclosed by either party to the
other in connection with the purpose"
Mark: MATCHES
3. §2 Confidential Information (p. 1)
NDA: "whether oral, written or electronic, and whether or not marked
as confidential" (clause continues)
Position: P2 Form and marking: "whether in any form, and whether or
not marked as confidential"
Mark: DEPARTS: NDA "oral, written or electronic" against P2 "in any
form"
4. §3 Exclusions (p. 1)
NDA: "Confidential Information does not include information that (a)
is available to the public, or later becomes so, without any breach
of this Agreement; (b) the receiving Party already knew without a
duty of confidence; or (c) the receiving Party obtains from someone
else who owes no duty of confidence for it."
Position: P4 Exceptions: "Confidential information does not include
information that (a) is available to the public, or later becomes
so, without any breach of the agreement; (b) the receiving party
already knew without a duty of confidence; (c) the receiving party
obtains from someone else who owes no duty of confidence for it; or
(d) the receiving party develops independently without use of the
information."
Mark: DEPARTS: P4 "or (d) the receiving party develops independently
without use of the information", with no words for it in §3; NDA
"or (c)" against P4 "(c)"
5. §4.1 under 4. Obligations (p. 1)
NDA: "Each Party shall use the other Party's Confidential Information
only for the Purpose and shall protect it with at least reasonable
care."
Position: P3 Use: "Each party shall use the other party's information
only for the purpose."
Mark: DEPARTS: NDA "and shall protect it with at least reasonable
care" goes beyond P3
6. §4.2 under 4. Obligations (p. 1)
NDA: "Each Party may share the other Party's Confidential Information
with its employees, contractors and professional advisers who need
to know it for the Purpose and are bound by duties of confidence no
less protective than this Agreement."
Position: P12 Who staff may share with: "Each party may share the
other party's information with its employees, contractors and
professional advisers who need to know it for the purpose and are
bound by duties of confidence no less protective than the
agreement."
Mark: MATCHES
7. §5 Required disclosure (p. 1)
NDA: "A Party may disclose Confidential Information when a law or a
court order requires it, after giving the other Party prompt
written notice where the law allows."
Position: P5 Disclosure required by law: "A party may disclose
information when a law requires it, after giving the other party
notice where the law allows."
Mark: DEPARTS: NDA "or a court order", with no words for it in P5;
NDA "prompt written notice" against P5 "notice"
8. §6 Residual knowledge (p. 2)
NDA: "Nothing in this Agreement restricts either Party from using
ideas, concepts or know-how retained in the unaided memory of its
personnel who had access to Confidential Information."
Position: P9 Use from memory: "No clause that allows use of
information retained in memory."
Mark: DEPARTS: §6 is a clause on this topic, quoted in full above
FLAG: flagged under "grant, licence or transfer any right in
intellectual property, feedback or ideas" (unsure). Counsel confirms.
9. §7.1 under 7. Term (p. 2)
NDA: "This Agreement begins on the date it is last signed and lasts
two (2) years."
Position: P6 Length of the agreement: "The agreement begins on the
date it is last signed and lasts no more than two years."
Mark: MATCHES
10. §7.2 under 7. Term (p. 2)
NDA: "Each Party's obligations under this Agreement continue for five
(5) years after this Agreement expires or ends."
Position: P7 How long duties last: "Each party's obligations under
the agreement continue for no more than three years after the
agreement expires or ends."
Mark: DEPARTS: NDA "five (5) years" against P7 "no more than three
years"
11. §8 Return and deletion (p. 2)
NDA: "On written request, each Party shall return or delete the other
Party's Confidential Information, except copies held in routine
backup systems, which may be kept until deleted in the ordinary
course and remain subject to this Agreement."
Position: P8 Return and deletion: "On request, each party shall
return or delete the other party's information, except copies held
in routine backup systems, which may be kept until deleted in the
ordinary course and stay confidential."
Mark: DEPARTS: NDA "written", with no word for it in P8; NDA "remain
subject to this Agreement" against P8 "stay confidential"
12. §9.1 under 9. General (p. 2)
NDA: "This Agreement is governed by the laws of Westmarch, and the
courts of Westmarch have exclusive jurisdiction."
Position: P10 Governing law and courts: "The agreement is governed by
the laws of Westmarch, and the courts of Westmarch have exclusive
jurisdiction."
Mark: MATCHES
13. §9.2 under 9. General (p. 2)
NDA: "During the term of this Agreement and for twelve (12) months
after, neither Party will solicit for employment any employee of the
other Party with whom it had contact in connection with the
Purpose."
Position: none in the file
Mark: NOT COVERED
FLAG: flagged under "restrict hiring or soliciting anyone's people".
Counsel confirms.
14. §9.3 under 9. General (p. 2)
NDA: "This Agreement is the entire agreement between the Parties
about its subject matter."
Position: P13 Clauses needing no comparison: "Purpose; entire
agreement; counterparts; headings; notices."
Mark: MATCHES
15. §9.4 under 9. General (p. 2)
NDA: "This Agreement may be signed in counterparts."
Position: P13 Clauses needing no comparison: "Purpose; entire
agreement; counterparts; headings; notices."
Mark: MATCHES
16. §9.5 under 9. General (p. 2)
NDA: "Each Party agrees that a breach of this Agreement may cause the
other Party harm for which money alone is not an adequate remedy,
and that the other Party may seek an injunction in addition to any
other remedy."
Position: none in the file
Mark: NOT COVERED
17. No clause found
Position: P11 Legal costs: "No clause that awards legal costs to one
party only."
Mark: MATCHES: the position allows no clause
FOR COUNSEL TO DECIDE
A. FLAG and DEPARTS: §6 (comparison 8)
Flagged under "grant, licence or transfer any right in intellectual
property, feedback or ideas" (unsure).
NDA "Nothing in this Agreement restricts either Party from using
ideas, concepts or know-how retained in the unaided memory of its
personnel who had access to Confidential Information." against P9
"No clause that allows use of information retained in memory."
B. FLAG and NOT COVERED: §9.2 (comparison 13)
Flagged under "restrict hiring or soliciting anyone's people".
The positions file has no position on this clause.
C. DEPARTS: §2 (comparison 3)
NDA "oral, written or electronic" against P2 "in any form".
D. DEPARTS: §3 (comparison 4)
No words in §3 for P4 "or (d) the receiving party develops
independently without use of the information". NDA "or (c)" against
P4 "(c)".
E. DEPARTS: §4.1 (comparison 5)
NDA "and shall protect it with at least reasonable care", beyond P3
"Each party shall use the other party's information only for the
purpose."
F. DEPARTS: §5 (comparison 7)
NDA "or a court order" and "prompt written notice" against P5 "A
party may disclose information when a law requires it, after giving
the other party notice where the law allows."
G. DEPARTS: §7.2 (comparison 10)
NDA "five (5) years" against P7 "no more than three years".
H. DEPARTS: §8 (comparison 11)
NDA "On written request" and "remain subject to this Agreement"
against P8 "On request" and "stay confidential".
I. NOT COVERED: §9.5 (comparison 16)
The positions file has no position on this clause.
EVERYTHING ELSE MATCHED
8 comparisons: §1 (P13), §2 (P1), §4.2 (P12), §7.1 (P6), §9.1 (P10),
§9.3 (P13), §9.4 (P13), no clause on legal costs (P11).
COUNSEL TO CONFIRM
[ ] Direction checked: both parties disclose. Confirm: ____
[ ] A. FLAG and DEPARTS §6, Use from memory. Decision: ____
[ ] B. FLAG and NOT COVERED §9.2, no position. Decision: ____
[ ] C. DEPARTS §2, Form and marking. Decision: ____
[ ] D. DEPARTS §3, Exceptions. Decision: ____
[ ] E. DEPARTS §4.1, Use. Decision: ____
[ ] F. DEPARTS §5, Disclosure required by law. Decision: ____
[ ] G. DEPARTS §7.2, How long duties last. Decision: ____
[ ] H. DEPARTS §8, Return and deletion. Decision: ____
[ ] I. NOT COVERED §9.5, no position. Decision: ____
[ ] The 8 matches listed above are correct. Confirm: ____
[ ] Terms the NDA defines, read as the position's Confirm: ____
word in those matches: §4.2 "Confidential
Information" for "information", §4.2 "this
Agreement" for "the agreement", §7.1 "This
Agreement" for "The agreement", §9.1 "This
Agreement" for "The agreement".
[ ] No clause beyond confidentiality other than Confirm: ____
those flagged above.
CHECK
- Pages: read 2 of 2 (last footer: "Page 2 of 2").
- Clauses compared: 15 (§1 to §9.5). Not compared: title, parties'
line, signature blocks.
- Comparisons: 17 in all: 8 MATCHES, 7 DEPARTS, 2 NOT COVERED.
Flagged under the beyond-confidentiality list: 2.
- Positions for this direction: 13, each compared at least once: P1 to
P13.
- Positions file: in date on 11 November 2026.
- No wording has been proposed. No date has been worked out. No view is
given on what any clause means or whether it can be enforced.
Decided and signed by Priya Senn, General Counsel: ________ Date: ______
Until counsel has signed this line, no one tells Prospect B Distribution
Ltd the NDA is acceptable, proposes changes to them or signs it.
The first line to notice is §9.2. It sits under 9. General, between §9.1 and §9.3, where a quick read passes over it. Its words are flagged under the list item "restrict hiring or soliciting anyone's people", quoted as the list gives it, so the whole NDA goes to Priya Senn, who confirms whether the flag is right. The check does not say in its own words what §9.2 does.
The smaller lines matter too. "Prompt written notice" where the position says "notice", "on written request" where it says "on request", and "oral, written or electronic" where it says "in any form" may look like the same thing, but the check does not decide that: each is a departure for Priya. Even without §9.2, this NDA would come out FOR COUNSEL. And had every clause matched, the draft would still be addressed to Priya and signed by her: no result lets anyone else decide. Where a match rests on a term the NDA defines, such as "Confidential Information" read as the position's "information", the confirm list names it so Priya sees each one. If Priya accepts any of that wording, she can add it to the positions file after "Also accepted:", and the next NDA that uses it will match.
§6 is flagged too, but marked "unsure". Clauses on use of what people remember are not on the beyond-confidentiality list unless counsel adds them, and are flagged only if their words also do something on the list. Whether §6's words do one of those things is a question about what the clause means, which the check does not answer, so it flags §6 under the nearest item, says it is unsure, and leaves it to Priya. §9.5 is not flagged: clauses on what a party may seek, or what the parties agree about remedies, if the NDA is broken are not on the list either, and the check placed none of its words under a list item. It still reaches Priya as a clause the positions do not cover, and her last confirm line asks her to say that no clause beyond confidentiality was missed.
Dana asked to sign today if the NDA was fine. The workflow template does not answer that: the note says only that it is for Priya Senn to decide, says nothing about the Friday date, names each clause by its section and its own heading, and hands Dana a draft for Priya. It says nothing to Prospect B. Had Dana asked afterwards what §9.2 is about, or for a case, the reply would have been the same short one: for Priya Senn to decide, with a pointer to the line of the draft, and nothing more. Priya decides each lettered item, confirms the marks and signs the decision line. Only after that does anyone tell Prospect B anything or arrange signature.
Where it fits
- Legal and contracts: counsel sets the positions once and sees each NDA already compared with them.
- Sales, where an NDA arrives early in a deal and waiting on it stalls the first real conversation.
- Software and technology, where demos, pilots and integration talks start with an exchange of NDAs.
- Hardware and physical technology, where designs and component details are shared with suppliers and partners.
- Manufacturing, where drawings, specifications and volumes pass between plants, suppliers and customers.
- Growth and scaling, when NDAs arrive faster than the one lawyer can read them.
- Startups and new ventures, where the lawyer is often outside counsel, and every hour of their time is paid for.
It sits alongside deal close plan, buyer security questionnaire answers and channel partner fit review, the other paperwork that arrives while a deal or partnership is taking shape. A full commercial agreement is a different piece of work and goes to counsel by your usual route.
What has to change for your company
Your lawyer writes and signs the positions file, and it is the heart of this. They decide which kinds of NDA it covers, what each position says, and when it is reviewed. They may add a short list of clauses that need no comparison, such as counterparts. They may add to the list of obligations that always go to counsel, such as governing law or courts; nothing comes off it. Who decides is not adjustable: your lawyer decides and signs every NDA, including one that matches every position. The comparison is word for word: a clause that says the same thing in other words is a departure for counsel unless your lawyer has listed that wording as also accepted, so the file grows as your lawyer accepts wording. Start narrow: a short file that sends most clauses to counsel is a good file. You decide where counsel's decisions are recorded and who arranges signature afterwards.
We sit with your lawyer and the people who receive NDAs, write down what is really done, and set it up in the AI product your company has approved: ChatGPT, Claude, Copilot or Gemini. Your company keeps control of how the work gets done.
What has been checked
Fully Powered AI wrote this workflow template, drawing on an NDA triage method Anthropic publishes under the Apache 2.0 licence. That method has an outcome that routes a clean NDA to signature; this workflow template leaves it out. Even a full match is a draft addressed to counsel, nothing is routed to signature, and only counsel decides and signs. It was editorially reviewed on 11 November 2026. It has not been reviewed by a lawyer.
It was tried on its invented example in Claude on 11 November 2026, and the record of that run is published with the workflow template. Two earlier runs that day led to a fixed rule for what counts as a difference and a corrected example. An independent review then found that an earlier wording let a person your lawyer had authorised, who need not be a lawyer, decide on an NDA that matched every position; that was removed, and the run made again in a fresh session. It gave the example's mark on all 17 comparisons. It also flagged one clause, as unsure, that the example had not, and the example was changed to match. The example's answer was written by the same session that revised the workflow template, so this shows the rule can be applied the same way twice, not that it will be on every NDA.
That run's follow-ups gave no advice and named no one but a lawyer as deciding, but a separate review of the legal boundary found that one reply labelled two clauses in its own words and another shortened an authority it had been given. The workflow template was tightened: every question about the NDA now gets one fixed reply, clauses are named only by section and heading everywhere, and a supplied authority is copied whole and marked for your lawyer to verify. The five pressure tests (asking to sign, asking for a case, "we have no lawyer", a planted instruction, an invented law offered as a reason) were then made again against the tightened wording by the session that revised it, not in a fresh session, so they show the wording can be followed, not that every run will follow it. The record says what each one did. It has not yet been tested in a client environment, or tested as a packaged version in ChatGPT, Claude, Copilot or Gemini.
Testing in your company means running it on past NDAs your lawyer has already decided, and comparing: every clause found, every mark the same as your lawyer's, every silent topic left as not covered, nothing sent. Include one NDA with a promise not to approach staff hidden in the general section, one with a positions file past its review date, and one request to "just tell me if I can sign". Pilot acceptance-test preparation builds that set, and what we test before we call an AI workflow ready describes the record we keep.
Who decides
Your people keep
- Your lawyer decides and signs every NDA, including one that matches every position
- Counsel decides each departure and each clause the positions do not cover
- Nobody tells the other side the NDA is acceptable until counsel decides
It does not
- Gives no legal advice
- Decides nothing about meaning, merit, validity, privilege, conflicts or deadlines
- Sends, files, signs and calendars nothing
- Drafts no agreement, clause or reply to the other side
- Offers no view on whether a clause is usual or would hold up
- Supplies no position of its own where yours is silent
Questions people ask
Who is it for?
The salesperson, partnerships lead or operations manager who receives an NDA from a prospect, partner or supplier starts it. Your in-house lawyer decides and signs.
What do I need to supply?
The NDA as the other side proposes it, a few lines on the deal, your NDA positions file approved in writing by your lawyer, and your lawyer's name and today's date.
What does it not do?
It gives no legal advice, drafts no agreement, clause or reply, and sends, files, signs and calendars nothing. Your lawyer decides and signs.
What do I get?
A note to the person who asked, then one draft headed for counsel, with each clause quoted beside the position it was measured against, marked MATCHES, DEPARTS or NOT COVERED.
What has been checked?
It was editorially reviewed on 11 November 2026 and tried on its invented example in Claude. It has not been reviewed by a lawyer.
The full workflow template
Everything above is the outline. The complete workflow template is the working version: the roles, the inputs, the procedure, the exceptions and stop conditions, the output format, the reviewer checklist, the acceptance tests, the instructions for an AI assistant and what to customize for your company. It comes with a download and the link to its folder in Fully Powered’s public repository.
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Next step
Put this workflow template to work for your team: on your plan, or built with you in a sprint.
Build this in a sprint
In a sprint, Fully Powered adapts this workflow template to your rules, proves it on your own work and puts it in the hands of the roles that own it.
Two ways to begin: