Key Takeaways:

1. Playbooks structured with clear acceptable and unacceptable positions are faster for both you and your AI tools.
2. Watch for scope creep in NDAs. If a provision feels like it belongs in a commercial agreement, push it there.
3. A peer-reviewed, industry-standard NDA playbook is linked at the end of this article. Use it as a starting point and make it your own.

At some point in your career as in-house commercial counsel, you’ve seen an NDA. If you’re like me, you’ve seen a lot of NDAs, and you’ll keep seeing them. That’s a great thing; it means your company is doing more business.

Those NDA reviews can also be a bit daunting, despite their low-lift appearance. While industry-standard templates are easy to find and use, many organizations still don’t use them. You’ll review a variety of different NDAs. Most will be fine, but some will include provisions that should never be in an NDA in the first place.

Couple all of that with your limited capacity to review zero-dollar agreements like these, and NDA reviews can quickly become one of the most frustrating parts of your job.

I hope to make NDA reviews as easy as finding NDA templates. We’ll do that together in this article in two ways. First, we’ll talk about why playbooks as we know them have to change, so that you can review and negotiate as the AI-powered lawyer I know you are. Then, I’ll give you my peer-approved NDA negotiation playbook for you to apply to your own negotiations.

Learn More: Mastering Non-Standard NDA Terms: Strategic Negotiation in the Age of AI

Before We Dive In, Let’s Level Set

A good playbook is scoped to a specific context: entering into an NDA in connection with evaluating or licensing a SaaS product. These are the NDAs that land on your desk when your sales team is engaged with a prospect. They’re high-volume, relatively low-risk, and worth handling as efficiently as possible.

It’s not designed for highly regulated industries or for other non-standard situations, like M&A due diligence or a joint venture.

I’m not your lawyer, but be mindful when you apply this playbook. Use it where it’s meant to be used, not where it’s not.

I published these positions publicly and invited feedback from the contracts community. The positions are peer-reviewed and vetted. That said, this playbook is a starting point. Review it against how your organization does business, what your risk tolerance looks like, and where you may need to deviate from standard.

Make Your Playbook Work for You

NDA playbooks tend to be either long prose documents or spreadsheets. These are written for the human mind, useful in theory, but difficult to use at speed.

My challenge for you is to review an NDA in no more than five minutes’ time (in the context this playbook is meant to be used in).

To do that, we need to rethink how playbooks work. You’ll notice this playbook is structured with positions outlined as “acceptable” or “unacceptable”.  That design is intended to make the playbook easy for you to use and readable by AI tools that can help you scale your review.

The default position → reasoning → fallback → reasoning → comment structure you’re used to slows you down and makes AI less helpful to you.

I use this same playbook in the NDA review agent I built, and it handles first-pass review effectively enough that I only spend time on the provisions that actually need my attention.

I designed this playbook with two goals: speed and automation. Speed, because you should be able to apply a position in seconds. Automation, because a playbook with clear positions can power the AI tools that handle your first-pass review (bringing you even more speed and focusing your attention where it matters most).

3 Provisions Worth Getting Right

Here are 3 provisions that consistently drive redlines, where a clear position can save you time:

1. Definition of Confidential Information

Information should be treated as confidential based on its nature, not on whether someone remembered to say or mark that it is confidential. Definitions that require confidentiality be designated create ambiguity and risk.  Confidential information is shared through demos, verbal discussions, and even proofs of concept, before a commercial agreement comes into play. A workable definition covers information that should be reasonably understood to be confidential, including oral and visual disclosures, and doesn’t require labeling.

2. Permitted Recipients

NDAs that limit disclosures to employees only don’t reflect how most companies operate. Organizations rely on non-employee representatives (contractors, outside counsel, auditors, consultants). What matters most is that accountability for sharing confidential information never leaves the receiving party: permitted recipients should have a need to know the information, should access the information only for the stated purpose, and should be bound by confidentiality obligations no less protective than the NDA.

3. AI Restrictions

AI-specific language in NDAs may be more common, but it is not (and shouldn’t be) industry-standard. The NDA itself covers protection and permitted use of confidential information, which should naturally include unauthorized disclosure and other AI-related risks. Two AI prohibitions to watch out for:

1. Restricting or prohibiting any use of AI in connection with confidential information, which is unworkable on its face, given how embedded AI is in everyday tools; and
2. Language around ownership of AI outputs, which belongs in the commercial agreement.

Remember the Purpose of the NDA in the First Place

The language I push back on most has one thing in common: scope creep. Your NDAs should not do the work of commercial agreements. If the provision you’re reviewing would be strongly affected by the scope of the relationship you enter into after the NDA stage, it probably belongs in your commercial agreement.

Using a playbook makes you more efficient, more consistent, and helps you stay flexible as new provisions (like AI restrictions) appear in NDA drafts.

You can find my full NDA playbook here. Copy the file and save it to your desktop. Then, you should adapt it to the realities of your business, pressure-test it, and adjust as things evolve.

Happy negotiating!

The post How to Use an NDA Playbook + Free Playbook Template appeared first on Contract Nerds.

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