Score NDAs using legal and business factors. See red flags instantly and export reports securely. Negotiate smarter with a clear, repeatable risk number now.
Each factor is assigned a weight (percent importance) and a selected risk value between 0 and 1. Points for a factor are calculated as:
The tool computes two sub-scores: Recipient exposure and Discloser protection gaps. Your selected perspective determines which sub-score drives the overall score.
| Scenario | Perspective | Sensitivity | Notable clauses | Estimated score | Risk level |
|---|---|---|---|---|---|
| Vendor evaluation for roadmap access | Recipient | High | Broad definition, no residuals, strict venue, fee-shifting | 72.6 | High |
| Mutual partnership discussion | Both | Medium | Standard duration, reasonable security, clear exclusions | 44.0 | Moderate |
| Short-term pilot with limited materials | Discloser | Low | Strong security, derived info covered, notice on compelled disclosure | 18.7 | Low |
Example scores are illustrative and depend on your selected options.
A structured score turns dense clauses into comparable numbers. By mapping common NDA provisions to weighted factors, teams can screen drafts faster, log assumptions, and keep negotiation notes consistent. Using the same scale across vendors reduces review time and helps counsel focus on true outliers rather than wording preferences. Many teams treat 0–33 as low, 34–66 as moderate, and 67–100 as high.
Broad definitions, perpetual terms, and narrow permitted use usually push exposure upward because they expand what must be protected and for how long. Fee shifting, liquidated damages, and restrictive forums add dispute cost and amplify downside. On the protection side, vague security standards, strict marking rules, and weak coverage of derived information increase leakage risk. Focus on the biggest contributors; improving two or three drivers often matters more than polishing language.
Recipient exposure reflects operational burden: training, access controls, retention rules, and subcontractor restrictions. Discloser protection gaps reflect enforceability and practical protection: exclusions, compelled disclosure safeguards, and clear ownership language. Selecting the right perspective matters because the same clause can feel “risky” in opposite ways depending on which party you represent. For mutual NDAs, averaging both views highlights imbalance and supports aligned review.
Not all confidential information carries equal impact. A multiplier models what happens when the shared material is a product roadmap, customer list, or proprietary model. Higher sensitivity raises the overall score, signaling that even “standard” clauses deserve tighter controls, shorter terms, and better auditability for handling and incident response. Calibrate sensitivity to plausible loss scenarios such as revenue impact, regulatory exposure, and competitive harm.
Even with a balanced agreement, execution drives outcomes. Limit distribution to need to know, use labeled repositories, and document vendor access. Implement time bound deletion workflows with backup carve outs, and verify incident notification channels. Re score after redlines, then export results to support approvals and renewals. Periodic access reviews, least‑privilege permissions, and clear exit checklists make protections measurable in daily operations.
It is an estimated exposure or protection‑gap score based on weighted clause selections. Higher values indicate more negotiation and control effort. Use it to compare drafts consistently, not as a legal determination.
Choose Recipient if you receive information, Discloser if you share it, or Both for mutual exchanges. Both averages the two sub-scores, then applies the sensitivity multiplier to reflect business impact.
Select sensitivity based on the potential harm if information leaks or is misused. Higher sensitivity increases the overall score, helping you tighten duration, sharing rules, and security obligations for high-impact materials.
Narrow the definition, set a fixed confidentiality term, broaden permitted use to realistic workflows, allow affiliates and contractors under equivalent duties, and balance remedies and venue. These changes often lower the highest point contributors first.
No. A low score means fewer red flags based on the inputs, but enforceability, local law, and deal context still matter. Use the breakdown to prepare questions for counsel and stakeholders.
CSV exports the scoring inputs and breakdown for tracking and comparison. PDF captures the on-page result summary for sharing or filing. Recalculate after redlines so exports match the latest draft.
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.