Enter NDA details
Use sliders to represent clause strength. Higher values indicate clearer, stricter, and more enforceable terms.
Example data table
Sample inputs below demonstrate how stronger clause settings raise the overall score.
| Scenario | NDA Type | Definitions | Security | Terms (Disclosure/Survival) | Third‑Party | Key Protections | Estimated Score |
|---|---|---|---|---|---|---|---|
| Basic | Unilateral | 2/5 | 2/5 | 1 / 0 | Broad | Few protections enabled | ~35 |
| Balanced | Mutual | 3/5 | 3/5 | 3 / 3 | Controlled | Return + Injunctive | ~72 |
| High Protection | Mutual | 5/5 | 5/5 | 5 / 6 | Prohibited | Return + Injunctive + Carve‑out | ~92 |
Formula used
The calculator converts clause inputs into a weighted score, then normalizes to 0–100:
- ClausePoints = sum of weighted clause components (type, definitions, purpose, disclosures, security, enforcement, controls, remedies, sharing, caps).
- NormalizedScore = round( (ClausePoints ÷ MaxPoints) × 100 ).
- Risk flags trigger when inputs fall below protective thresholds.
- Residuals clauses reduce points because they can dilute confidentiality.
Weights are designed for practical comparison. Adjusting language can have legal effects beyond numeric scoring.
How to use this calculator
- Set each field to match your NDA wording and deal context.
- Use 1–5 ratings to reflect clarity and strictness.
- Click Calculate Strength to view score and risk flags.
- Review recommendations, then revise clauses and rerun.
- Export CSV or PDF to share during negotiation.
Why protection strength differs between agreements
NDA outcomes depend on how precisely obligations are written and how consistently they can be enforced. Vague definitions, broad disclosure permissions, and unclear survival periods create interpretive gaps. The calculator helps compare versions by translating common clause choices into a structured score. It is most useful when you are revising a draft, negotiating redlines, or aligning multiple counterparties on the same baseline language.
Interpreting the 0–100 score responsibly
The score is a decision aid, not a legal conclusion. A high value indicates stronger alignment across confidentiality definition, purpose limits, security duties, remedies, and enforcement predictability. A midrange value signals tradeoffs, such as reasonable limits paired with weaker operational controls. A low value typically means the agreement allows practical leakage, limits recovery, or lacks clear steps for compelled disclosure and return or destruction.
Drivers that typically raise confidentiality protection
Protection improves when the definition covers all formats, derivatives, and confirmed oral disclosures, and when use is restricted to a narrow purpose. Strong security obligations specify minimum controls, access logging, and incident notice timeframes. Tight third party sharing rules require need to know access and written obligations. Clear venue and governing law choices reduce enforcement friction, while injunctive relief language supports rapid response when misuse occurs.
Common weaknesses and targeted fixes
Short terms, missing survival language, and permissive sharing often reduce leverage. Where a liability cap exists, carve outs for confidentiality breach can preserve deterrence. If residuals language is unavoidable, narrowing it and excluding trade secrets reduces dilution. Return or destruction clauses should address backups, archival exceptions, and certification. The recommendations list prioritizes changes that usually raise protection without introducing unnecessary complexity.
Using outputs for governance and continuous improvement
Teams can export results to document negotiation positions, compare vendor templates, and maintain an internal policy standard. Store CSV outputs alongside executed agreements to support audits, training, and offboarding checklists. When business risk changes, rerun the calculator with updated controls and terms, then attach the PDF to approval records. Over time, consistent scoring improves drafting discipline and reduces confidentiality incidents. Pair the score with counsel review, operational controls, and incident playbooks to ensure real-world protection measurably today.
FAQs
What does a higher score mean in practice?
A higher score indicates stronger clause alignment across definition, use limits, security, remedies, and enforceability. It suggests fewer gaps that enable accidental disclosure or limit recovery, but it does not guarantee outcomes in every jurisdiction.
How should I rate a clause on the 1–5 fields?
Use 1 for vague or missing language, 3 for standard template wording, and 5 for precise, enforceable terms with clear steps, timelines, and definitions. Rate based on the contract text, not intent.
Can this replace legal review?
No. The calculator helps compare drafts and prioritize improvements. A qualified attorney should confirm enforceability, local requirements, and whether additional clauses are needed for your deal type and information sensitivity.
Why does a residuals clause lower the score?
Residuals language can permit use of retained know‑how, which may weaken confidentiality expectations. Narrow residuals, exclude trade secrets, and clarify that copying or reproducing materials remains prohibited to reduce risk.
What terms are usually considered reasonable for duration?
Many commercial NDAs use two to six years for disclosure and survival, while trade secret obligations may last longer. Choose terms that fit the information lifecycle, regulatory expectations, and negotiation realities.
What do the CSV and PDF exports include?
Exports capture your inputs, timestamp, score, rating, risk flags, and recommendations. Use them to document negotiation positions, compare templates, and attach evidence to approvals or vendor onboarding records.