Use cases

Check contract clauses and NDAs against your playbook

Reads a clause, or a whole NDA, against your playbook: the position, who it favours, terms a lawyer must see. It never approves or redlines a contract.

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Try it on this example

Example · A prospective customer's one-way NDA with a non-solicit hidden in Miscellaneous

Clause heading as written, or the agreement title: Mutual Confidentiality Agreement

Our side (Customer, Supplier, Disclosing party, Receiving party, or Both): Receiving party

One clause, or a whole short agreement such as an NDA

CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (the "Agreement") is made as of September 14, 2026 (the "Effective Date") between Tallis Freight Holdings, Inc., a Delaware corporation with offices at 1800 Commerce Park Drive, Austin, Texas 78744 ("Discloser"), and Brightfield Software B.V., a company registered in the Netherlands with offices at Keizersgracht 210, 1016 DZ Amsterdam ("Recipient"). 1. Purpose. Discloser wishes to disclose certain information to Recipient for the sole purpose of evaluating a possible subscription to Recipient's route planning software (the "Purpose"). 2. Confidential Information. "Confidential Information" means all information disclosed by Discloser or its affiliates to Recipient, whether before or after the Effective Date, in any form, including shipment volumes, customer lists, rates, lane data, pricing, systems architecture, business plans and the terms of this Agreement, whether or not marked as confidential. 3. Exclusions. Confidential Information does not include information that Recipient can show by written records: (a) is or becomes generally available to the public other than through a breach of this Agreement by Recipient; (b) was lawfully known to Recipient before disclosure by Discloser, free of any obligation of confidence; or (c) is lawfully received by Recipient from a third party that is not under an obligation of confidence to Discloser. 4. Obligations. Recipient shall (a) use the Confidential Information only for the Purpose; (b) hold it in strict confidence and protect it with at least the degree of care it uses for its own confidential information, and no less than reasonable care; (c) disclose it only to its employees and professional advisers who need to know it for the Purpose and who are bound by obligations of confidence no less protective than this Agreement; and (d) notify Discloser promptly on becoming aware of any unauthorized use or disclosure. 5. Compelled Disclosure. If Recipient is required by law or court order to disclose Confidential Information, it shall give Discloser prompt written notice, where lawful, and disclose only the part it is legally required to disclose. 6. Return or Destruction. On Discloser's written request, Recipient shall promptly return or destroy all Confidential Information and certify in writing that it has done so, except for copies kept in routine electronic backups, which remain subject to this Agreement. 7. No License; No Warranty. All Confidential Information remains the property of Discloser. Nothing in this Agreement grants Recipient any license or right in it, except the limited right to use it for the Purpose. Confidential Information is provided "as is", without any warranty. 8. Term. This Agreement governs disclosures made during the two (2) years after the Effective Date. Recipient's obligations under this Agreement shall survive the expiry or termination of this Agreement and shall continue indefinitely. 9. Remedies. Recipient acknowledges that unauthorized use or disclosure of Confidential Information would cause Discloser irreparable harm for which damages would not be an adequate remedy, and that Discloser shall be entitled to seek injunctive relief without posting a bond, in addition to any other remedy. The parties further agree that Discloser's damages from a breach would be difficult to calculate, and Recipient shall pay Discloser liquidated damages of USD 250,000 for each breach of Section 4, which the parties agree is a reasonable estimate of Discloser's loss and not a penalty. 10. Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws rules. Each party submits to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas. 11. No Obligation. Nothing in this Agreement obliges either party to enter into any further agreement or transaction. 12. Miscellaneous. (a) This Agreement is the entire agreement of the parties on its subject and supersedes all prior discussions. (b) No amendment is effective unless in writing and signed by both parties. (c) Recipient may not assign this Agreement without Discloser's prior written consent. (d) If any provision is held unenforceable, the remaining provisions remain in full force. (e) No failure or delay in exercising a right operates as a waiver of it. (f) During the term of this Agreement and for twelve (12) months after it ends, Recipient shall not directly or indirectly solicit for employment or hire any employee of Discloser with whom Recipient had contact in connection with the Purpose. (g) Notices must be in writing and sent to the addresses above. (h) This Agreement may be signed in counterparts, including by electronic signature, each of which is an original. Signed for Tallis Freight Holdings, Inc. Name: Rebecca Holt Title: Vice President, Procurement Date: Signed for Brightfield Software B.V. Name: Title: Date:
  1. What kind of contract text is this, by what it does rather than its heading?Whole agreement98%
  2. How does this contract text compare with the playbook position for its type, from our side?Outside playbook99%
  3. Taken as a whole, whose interests does this contract text serve?Them100%
  4. Does the contract text leave our liability unlimited for a kind of claim the playbook does not accept as uncapped?No61%
  5. Does the contract text bind us to a non-solicitation, non-compete, exclusivity or standstill obligation?Yes99%
  6. Does the contract text set fixed or liquidated damages, or a penalty, for a breach by us?Yes98%
  7. Does the contract text let the recipient use confidential information it keeps in memory?No89%
  8. Does the contract text contain all four standard exclusions from confidential information?One or more missing100%
  9. How long do the confidentiality obligations in the contract text last?No end100%
  10. Does the contract text choose a governing law or court outside the list the playbook allows?Yes99%
  11. Does the meaning of the contract text turn on a definition, schedule or clause that is not included here?No90%
  12. Who should review this contract text before we accept it?Lawyer94%

These are real answers stored from one run on this example.

The prism behind it

Check contract clauses and NDAs against your playbook12 questions

Fields

  • Clause heading as written, or the agreement title
  • One clause, or a whole short agreement such as an NDA
  • Our side (Customer, Supplier, Disclosing party, Receiving party, or Both)

Context

We are Brightfield Software B.V., a software company. Counterparties send us their own contracts: customer agreements, supplier agreements, data processing agreements and NDAs. The text is either one clause, split out by our contract tool by its numbering, or a whole short agreement such as an NDA. Judge it against the playbook below, from our side as given in "our_role". The answers sort the review queue. A person approves every signature, and nothing here drafts or changes a contract. Numbers: the size of a cap, a notice period in days, a confidentiality period in years. Our code reads and compares these. Judge only what the playbook says in words: mutual or one-sided, capped or uncapped, which carve-outs, which law. Playbook positions. - Limitation of liability. Preferred: a mutual cap that binds both parties the same way, with only fraud, death or personal injury, and breach of confidentiality left uncapped. Fallback: a higher cap for the supplier on data protection breaches. Outside: any uncapped liability for us beyond those carve-outs; a cap that protects only the other side; loss of data excluded where the supplier hosts our data. - Indemnity. Preferred: mutual indemnities for third-party intellectual property claims only. Fallback: a one-way indemnity from us limited to third-party claims caused by our breach, within the cap. Outside: an indemnity from us for all losses, for the other side's own negligence, or outside the cap. - Termination. Preferred: mutual rights to terminate for material breach after a cure period, and for insolvency. Outside: a right to terminate for convenience that only the other side has. - Term and renewal. Preferred: a fixed term with renewal only by agreement. Fallback: automatic renewal with a notice window to stop it. Outside: renewal we cannot stop. - Payment. Preferred: payment within the period in our order form, no set-off. Outside: price changes the other side can make alone. - Confidentiality and NDAs. Preferred: mutual obligations. Fallback: one-way, protecting the other side, when we only receive information. The four standard exclusions must all be present: information that is public, already known to the recipient, independently developed, or lawfully received from a third party. The obligations end after a fixed period; trade secrets may stay protected for as long as they remain secret. Outside: obligations that never end for all information; any exclusion missing; fixed or liquidated damages or a penalty for breach; an indemnity for breach. - Residuals. Outside in every case: a right for the recipient to use information kept in memory. - Restrictive covenants. Outside in every case: non-solicitation of staff, non-compete, exclusivity or standstill obligations on us, wherever they appear in the text. - Intellectual property. Preferred: each party keeps its background IP; we own our software and improvements to it. Outside: any assignment of our IP to the other side. - Data protection. Follows our separate data protection playbook. Mark as playbook silent here. - Governing law and courts. Allowed: England and Wales, Ireland or the Netherlands, with their courts. Outside: any other law or court. - Boilerplate (notices, counterparts, entire agreement, severability). Accept unless it hides one of the terms above. Review levels. - No review: every term matches the preferred position. A person still approves the signature. - Contracts manager: every term is preferred or within fallback, or the only gaps are ones the playbook lets a contracts manager fix (a missing exclusion, one-way to mutual, a renewal notice window). - Lawyer: any term outside the playbook, a restrictive covenant, residuals, fixed damages, an indemnity from us, or a law or court outside the allowed list. - General counsel: uncapped liability for us beyond the carve-outs, or an assignment of our IP.

Questions

  1. What kind of contract text is this, by what it does rather than its heading? Choice

    Judge by what the text does. A heading such as "Miscellaneous" can hide a restrictive covenant. If the text is a whole agreement rather than one clause, pick Whole agreement.

    • Limitation of liability Caps or excludes what a party must pay for losses or claims.
    • Indemnity One party covers the other's losses or third-party claims.
    • Termination Rights to end the agreement and what happens when it ends.
    • Term and renewal How long the agreement lasts, automatic renewal and notice to stop it.
    • Payment and invoicing Fees, invoicing, late payment, set-off and price changes.
    • Confidentiality What information is protected, the exclusions, how long, and return or destruction.
    • Restrictive covenant Non-solicitation, non-compete, exclusivity or standstill obligations.
    • Intellectual property Ownership, licences, background and foreground IP, improvements.
    • Data protection Processing of personal data, security measures and breach notice.
    • Warranties Promises about quality, performance or authority.
    • Assignment and change of control Whether a party may transfer the agreement or must consent to a change of owner.
    • Governing law and disputes Which law applies and which courts or arbitration decide disputes.
    • Definitions or boilerplate Definitions, notices, counterparts, entire agreement, severability.
    • Whole agreement The text is a whole short agreement, such as an NDA, with several clauses, not one clause.

  2. How does this contract text compare with the playbook position for its type, from our side? Choice

    Use the playbook in the context and our side as given in our_role. Leave numbers to code, as the context says. For a whole agreement, judge by its worst term.

    • Matches preferred Every term meets the preferred position.
    • Within fallback Worse than preferred on at least one term, but every term is within an approved fallback.
    • Outside playbook At least one term is worse than every approved fallback.
    • Playbook silent The playbook has no position for this kind of text.

  3. Taken as a whole, whose interests does this contract text serve? Choice

    Judge from our side as given in our_role.

    • Us Gives us rights or protection the other side does not get.
    • Them Gives the other side rights or protection we do not get, including a one-way NDA that protects only their information.
    • Balanced Mutual, or neutral between the parties.

  4. Does the contract text leave our liability unlimited for a kind of claim the playbook does not accept as uncapped? Yes / No

    Count an indemnity or liability for "all losses" with no limit, or a carve-out from the cap that lands on us beyond the carve-outs in the playbook. Fixed or liquidated damages are judged by their own question. Yes: Some liability of ours has no upper limit, beyond what the playbook accepts. No: Our liability is capped, or uncapped only where the playbook accepts it, or the text sets no liability of ours. An agreement with no liability clause, where our only exposure is for breach of confidentiality, is No.

  5. Does the contract text bind us to a non-solicitation, non-compete, exclusivity or standstill obligation? Yes / No

    Read every part of the text, including sections headed "Miscellaneous" or "General". Count an obligation on us, however it is worded, such as "shall not directly or indirectly solicit for employment". Yes: The text puts at least one such obligation on us. No: The text puts no such obligation on us.

  6. Does the contract text set fixed or liquidated damages, or a penalty, for a breach by us? Yes / No

    Count a stated sum payable for a breach, "liquidated damages", a penalty or a service credit that works as one. Ordinary damages or a right to seek an injunction do not count. Yes: The text sets a fixed sum or a penalty payable by us for a breach. No: The text sets no fixed sum or penalty payable by us.

  7. Does the contract text let the recipient use confidential information it keeps in memory? Yes / No

    A residuals clause lets the recipient use ideas, know-how or information retained in the unaided memory of its staff. Yes: The text contains a residuals right for either party. No: The text contains no such right.

  8. Does the contract text contain all four standard exclusions from confidential information? Choice

    The four exclusions are in the playbook: public, already known to the recipient, independently developed, and lawfully received from a third party. Count an exclusion however it is worded.

    • All four present The text has confidentiality obligations and all four exclusions.
    • One or more missing The text has confidentiality obligations and lacks at least one of the four exclusions.
    • No confidentiality obligations The text sets no confidentiality obligations, so the exclusions do not apply.

  9. How long do the confidentiality obligations in the contract text last? Choice

    Judge the words, not the number of years: code compares any fixed period with the playbook.

    • Fixed period All obligations end after a stated period.
    • Fixed period, trade secrets longer A stated period, with trade secrets protected for as long as they remain secret.
    • No end The obligations last indefinitely, survive with no end date, or last forever for all information.
    • Not stated The text has confidentiality obligations but says nothing about how long they last.
    • No confidentiality obligations The text sets no confidentiality obligations.

  10. Does the contract text choose a governing law or court outside the list the playbook allows? Yes / No

    Use the allowed list in the context. Count arbitration seated outside those countries as outside. Yes: The text names a law or court not on the allowed list. No: The text names only allowed laws and courts, or names none.

  11. Does the meaning of the contract text turn on a definition, schedule or clause that is not included here? Yes / No

    Count a cross-reference that changes what the text means, such as "subject to clause 12.3" or a defined term whose definition is missing. A whole agreement that defines its own terms does not depend on other text. Yes: The text cannot be judged fully without another part of the contract. No: The text can be judged as it stands.

  12. Who should review this contract text before we accept it? Choice

    Use the review levels in the context. Pick the highest level that any term in the text needs.

    • No review needed Every term matches the preferred position. A person still approves the signature.
    • Contracts manager Only gaps within fallback, or fixes the playbook lets a contracts manager make.
    • Lawyer A term outside the playbook, a restrictive covenant, residuals, fixed damages, an indemnity from us, or a law outside the list.
    • General counsel Uncapped liability for us beyond the carve-outs, or an assignment of our IP.

Lens columns

clause_type, clause_type_probability, playbook_position, playbook_position_probability, favours, favours_probability, uncapped_exposure, uncapped_exposure_probability, restrictive_covenant, restrictive_covenant_probability, fixed_damages_or_penalty, fixed_damages_or_penalty_probability, residuals_clause, residuals_clause_probability, confidentiality_exclusions, confidentiality_exclusions_probability, confidentiality_duration, confidentiality_duration_probability, law_outside_playbook, law_outside_playbook_probability, depends_on_other_text, depends_on_other_text_probability, review_level, review_level_probability

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