Corporate and M&A · Corporate fee-earner, supervising partner
Review an NDA against the board minutes
A mutual NDA and the board minutes that discussed it go into one matter. The question is not whether the NDA is standard, it is whether it matches what the board decided, and that means reading both documents together.
- Agents
- First draft
- A clause-level chat answer in under a minute, then a Work-Stream Memo the supervising partner can sign the same day.
- Steps
- 6
The problem
Step 01 of 06
Open the matter
A new matter takes the client, the reference, the responsible partner, the counterparty and the jurisdiction. The conflict check runs on save, matching names across every matter, party and document in the firm.
Step 02 of 06
Add the NDA and the board minutes
Both documents convert to clean text so the agents can quote a passage rather than guess at one.
Step 03 of 06
Ask the question in the matter
With the matter chip set to this file, ask whether the NDA is consistent with the board minutes and unusual for a mutual NDA in this sector. The answer opens with a clause-level list, the governing law and jurisdiction mismatch first.
Step 04 of 06
Turn it into a memo
The Contract Agent runs with Prepare for: Work-Stream Memo and Deliver as: Word, producing a marked-up recommendation for each clause and a draft variation letter for the jurisdiction clause.
Step 05 of 06
Read the memo
The completed run carries a summary, action items, authorities and open questions, plus How this was made.
Step 06 of 06
Sign off
The supervising partner ticks the action items and clicks Verify all before putting a name to the memo.
What comes back
A document, not a transcript.
- A clause-level list flagging the governing law and jurisdiction mismatch between clauses 8.1 and 8.2, tied to the board minute that raised it.
- Notes on the confidentiality term, the non-solicit length, the archival copy wording and the absence of a residuals clause.
- A marked-up recommendation for each clause and a draft variation letter for the jurisdiction clause.
- Action items with owners, and open questions that refine the run when answered.
What it does not do
- It does not negotiate with the other side. The memo and the variation letter are drafts for a fee-earner to send.
- It only reads documents that are on the matter. A minute or a side letter not uploaded will not be caught.
- Where its own drafting turns entirely on the parties' commercial choice, it flags the point rather than making the call.