Score your NDA clauses before signing anything important. Adjust weights to match your deal context. Export results, share notes, and reduce disclosure surprises fast.
Choose severity values (0–5) for each clause area, then adjust weights (0–10) to match your deal. Higher severity and higher weight increase risk.
| Scenario | Highlights | Expected risk range |
|---|---|---|
| Vendor receives marketing lists | Broad scope, strict security, short return timeline | 55–75 (High) |
| Mutual product evaluation | Clear exclusions, reasonable term, balanced remedies | 20–45 (Low–Medium) |
| Cross-border R&D collaboration | Regulated data, unfavorable venue, long survival | 70–90 (High–Critical) |
Each clause area is scored with a severity from 0 to 5 and a weight from 0 to 10. Severity is normalized to a 0–1 scale, then multiplied by weight.
This approach makes the score comparable across deals, even when weights are customized.
An NDA is not only a legal formality; it sets daily handling rules for information. When scope is broad and definitions are vague, teams over-classify and share less, which slows delivery and increases mistakes. This calculator converts clause concerns into a repeatable severity score from 0 to 5, so reviewers can discuss risk in the same language. When multiple reviewers assess the same NDA, the shared scale reduces subjective swings and helps stakeholders approve faster with documented reasoning across product, security, and sales.
Deal context changes what “risky” means. A vendor processing customer data should weight privacy and security higher than venue, while a mutual evaluation may weight permitted disclosures and exclusions. The formula normalizes severities, multiplies by weights, and outputs a 0–100 index, making results comparable across departments. Adjusting weights also highlights tradeoffs, such as accepting a longer term only if scope is narrowed.
High scores often come from a few clauses. “All information in any form” definitions, missing exclusions, and tight permissions can create operational bottlenecks. Long confidentiality terms raise tracking burden as staff and systems change. Return and destruction clauses with short timelines conflict with backups and legal holds. Remedies that presume irreparable harm can escalate disputes early, even when damages are uncertain.
Targeted edits usually reduce risk fastest. Narrow scope to named projects, data types, and channels. Add standard exclusions for public, prior-known, independently developed, and rightfully received information. Permit disclosures to affiliates, employees, contractors, auditors, and insurers under written obligations. Align security duties to “reasonable measures” tied to sensitivity and industry norms. If regulated data is included, specify standards, breach notice timing, and approved transfer methods.
A single score is useful, but drivers show where to act. Use the top-driver table to prioritize redlines and to document why exceptions were accepted. Exported reports support procurement reviews, onboarding, and renewals. Over time, teams can benchmark templates, track average scores by business unit, and shorten negotiation cycles. Many organizations set internal triggers, such as escalating scores above 75 for legal review.
The score is a weighted index from 0 to 100. It combines your severity ratings with your chosen weights to summarize overall clause risk in one number.
Rate severity by how strict the clause is versus your normal position. Consider operational friction, compliance burden, and dispute exposure. Use 0 for minimal impact and 5 for extreme impact.
Adjust weights when certain topics matter more for the deal, such as regulated data, security controls, or remedies. Weights help the score reflect business priorities without changing the scoring scale.
Not always. A high score signals greater exposure and negotiation effort. Some deals justify higher risk, but you should document mitigations, approvals, and any compensating controls.
Start negotiations with the highest drivers. Tighten definitions, expand exclusions, and fix permissions first. Then address remedies, venue, and term length to reduce dispute and compliance costs.
The CSV includes the overall score, risk level, interpretation, the top driver table, and recommended actions. The PDF mirrors those sections for sharing in reviews and negotiations.
Important Note: All the Calculators listed in this site are for educational purpose only and we do not guarentee the accuracy of results. Please do consult with other sources as well.