NDA Negotiation Mode
Paste a clause you received. Get risk analysis, plain English explanation, a balanced fallback, and a ready-to-send negotiation email.
Analyze a Clause The Killer Feature
📊 Clause Analysis
Residuals Clause⚠️ High-Risk Clause Detected
This clause scored 4/5 on our risk scale. For NDAs involving significant business value or intellectual property, consider having an attorney review your counter-proposal.
Request Attorney Review ($150-250)💡 What This Clause Means
This is a "residuals clause." It means the other party can retain and use any general concepts, ideas, techniques, or know-how that they learn from your confidential information - even after the NDA ends. They don't need to pay you, credit you, or get permission.
👥 Who It Favors
The receiving party (them) gets to keep the "residue" of what they learned. This is especially dangerous if you're sharing trade secrets, proprietary processes, or unique business strategies.
⚠️ Why This Is Problematic
- ❌ Memory Loophole: Once someone reads your trade secret, the knowledge is in their head. This clause legitimizes using that retained knowledge.
- ❌ Proof Impossible: How do you prove someone "independently developed" something vs. used your ideas? You can't peek inside their brain.
- ❌ Competitive Risk: They can use your concepts to compete against you or help your competitors.
💳 Fallback Position (More Balanced)
This carves out your most valuable IP from the residuals exception.
✅ Your Counter-Proposal
This completely removes the residuals exception.
✉ Ready-to-Send Negotiation Email
Hi [Name],
Thank you for sending over the NDA. We're generally aligned and ready to move forward, but I'd like to propose one revision to Section [X] regarding residual information rights.
Our concern: The current residuals clause would allow broad use of concepts and know-how derived from our confidential information. Given the nature of what we'll be sharing (including proprietary processes and trade secrets), we need to ensure these remain protected.
Our proposal: We'd like to either (1) remove the residuals clause entirely, or (2) add a carve-out for trade secrets and proprietary source code. Proposed language:
"Notwithstanding the foregoing, Receiving Party shall not acquire any rights under this Agreement to any trade secrets, proprietary source code, or patentable inventions of the Disclosing Party."
This is a standard carve-out that protects the most sensitive categories while still allowing the residuals concept to apply to general business knowledge.
Happy to discuss if you have questions. Otherwise, let me know if this works and we can proceed to signature.
Best regards,
[Your Name]