What this skill does
NDA Analysis goes deeper than a standard review, providing a full legal analysis of a non-disclosure agreement's effectiveness as a confidentiality protection instrument. Where NDA Review gives you a balanced overview, NDA Analysis focuses on answering a specific question: will this NDA actually protect what it is supposed to protect, and what are the practical risks if it is breached?
The skill analyses the definition of confidential information for scope and workability, the exclusions to assess whether they create gaps, the obligations imposed on the receiving party for adequacy of protection, the permitted disclosure provisions and whether they are appropriately circumscribed, the term and post-termination survival obligations, and the remedies available in case of breach. It then assesses enforceability under the governing law — whether the restrictions are proportionate, whether the remedies sought (particularly injunctive relief) would be available in the relevant jurisdiction, and whether the NDA provides adequate protection under Swiss or EU data protection law.
When to use it
- Before entering M&A discussions where highly sensitive commercial information will be shared
- When your client has received a draft NDA and wants a thorough analysis before executing it
- When you are advising on a breach of a pre-existing NDA and need to assess whether the breached NDA would have been enforceable
- When advising startups or technology companies on IP protection, where the definition of confidential information is critical
What you get
A comprehensive analysis covering: Effectiveness Assessment (how well the NDA protects what it is meant to protect), Definition Analysis (is the definition of confidential information appropriate for the context?), Obligations Analysis (what the receiving party must actually do to comply, and whether those obligations are adequate), Enforceability Analysis (under the governing law, are the key provisions enforceable?), Data Protection Overlay (whether the NDA adequately addresses GDPR/nLPD requirements), Breach Remedies (what your client can actually do if the NDA is breached), and Specific Redlines (clause-by-clause improvement suggestions).
Example prompt inputs
- "NDA governing the disclosure of our client's proprietary AI training data before a partnership discussion — please analyse whether it provides adequate IP protection"
- "A mutual NDA between two pharmaceutical companies before a licensing negotiation — does this adequately protect our client's formulation secrets?"
- "This NDA includes a broad residuals clause. Please analyse whether that clause effectively guts the confidentiality protection"
- "NDA that was executed 18 months ago — the other party may have breached it. Please analyse the agreement to advise on our legal position"
Why legal-specific AI matters here
An NDA that looks complete may provide almost no protection in practice, and a skilled counterpart can exploit those gaps. The residuals clause problem, the permitted disclosure to affiliates and advisers, the absence of technical security obligations, the inadequate definition of what counts as "public domain" — these are traps that require legal expertise to identify. Whisperit's NDA Analysis skill is trained on Swiss and EU confidentiality law and practice, understands the specific enforceability issues under OR and applicable cantonal procedure, and provides analysis that goes beyond the face of the document to assess its practical protective value.